The Biohazard Chronicles 0: Ground Zero
by Flaming Overlord
Summary: Rebecca Chambers didn't think that her first mission would be the nightmare it became. With only a convicted murderer, Billy Cohen, as her only aid, she must fight for survival against creatures who desire her flesh. And thus, the Chronicles begin.
1. Foreword

**Foreword**

When I first started writing the Biohazard Chronicles, it was initially a side passion project for a series I had loved since I was a child. Though I loved the S.D. Perry novels, I found them lacking and wanting more. This wasn't Perry's fault. They were perfect novelizations for the games, however as time passed the series expanded, the lore became denser, and Perry's work often either contradict the source material or omitted things altogether (many of these things were added in later installments in the game series).

My goal was to take the Resident Evil series a create a more coherent and compelling novelization. I was originally going to keep the series under once title but then found that it wouldn't be accessible for those wanting to read just a single installment. All new additions will be added to the original "Biohazard Chronicles."

Hopefully, you have as much fun reading these chronicles as much as I have writing them.

-F.O.

July 16, 2019


	2. Prologue: The Ecliptic Express

**PART ONE: GROUND ZERO**

* * *

**Prologue: The Ecliptic Express**

The night was colder than it should have been on a summer night. A full moon hung in the sky, illuminating a still Arklay Forest below. _It's beautiful_, the man thought, watching the forest from his spot atop one of the its many hills. It seemed not too long ago that he stood in that very spot, at the height of his career, taking in the scenery. A breeze rustled the woodland. A light shined between the trees as the Ecliptic Express charged down its tracks to its destination.

Just on time, as usual.

_It's time, my children_, he thought.

* * *

_Just keep focused, _Jeffery thought as he sat in one of the seats, looking at financial ledgers. The numbers started to merge, and he edged his fingers under his glasses. After rubbing his eyes, Jeffery took a deep breath and continued reading.

_God, it'll be good to get home. _Not to mention the relief of getting out of his suit.

A _thump _came from the train's roof.

"That's strange," a man said to his wife a seat over. "I didn't think there was supposed to be rain today."

Jeffery could have laughed. The Raccoon City weather woman, though easy on the eyes, couldn't tell the difference between a hurricane and a sunny day. _That's what happens when a medical corporation tries to run an entire town. _Another _thump _hit the roof, though this one sounded louder than the last. He glanced out the window. Not a drop to be seen.

Something about that made the hairs on the back of his neck stand up.

"Excuse me," he asked the passing conductor. "How much longer till we reach Raccoon?"

"Oh," the elderly man said, licking his lips as he starred off. "I'd say…maybe another twenty minutes."

"Oh, thank you," Jeffery said. The conductor tipped his hat toward him before continuing on his way. _Stop being so paranoid_, he told himself. Two more _thumps _sounded from the roof. Jeffery glanced up as though he could see whatever was landing on the train through the second floor.

Suddenly, it was as though hale assaulted the roof.

"What is that?" the woman asked, to which the husband shrugged. Something smacked against his window. What looked like six leeches—each the size of an apple—clung to the glass. A thick residue smeared against the window as their green bodies slid across its surface.

"Wha-," Jeffery said, letting the ledgers fall to the ground. The leeches' stomachs opened simultaneously as if they were all one organism, revealing mouths filled with needle teeth. "Jesus!" Jeffery yelled, leaping back.

A scream came from behind, followed by the sound of shattering glass. The woman a seat from him flung to and fro as several of the parasites clung to her. Other shrieks and cries echoed throughout the train as leeches fell from the ceiling.

Jeffery turned just in time to see his own window break. At least twenty leaches fell through, five latching onto Jeffery. He tried to pry them off, but their teeth dug deep into his flesh. Jeffery cried out as the blood flowed from his body as quickly as if he sliced an artery. He thrashed, mind reeling. The discord of the other passengers became a blur. His vision darkened. Jeffery crumpled to the floor.


	3. Chapter 1: Distress in Arklay

**Chapter One: Distress in Arklay**

* * *

Two Weeks Later

July 23, 1998

* * *

Rebecca sat rigidly in her seat, hands interlaced in a tight grip. She tried keeping her breathing even, but it didn't do anything for the rapid beating of her heart. If it weren't for the sound of the helicopter blades, Rebecca was sure that the rest of the team could hear it.

Richard nudged her.

"Hey," he whispered. "How are you holding out, kid?"

"I'm fine," Rebecca said, doing her best to keep her voice steady. She glanced over to find Richard looking at her with that look—that half smirk and soft eyes. It was the look you gave a child. Rebecca straightened and checked to see if anyone else was listening in. Beside him, Forrest gazed off out his window. In the seat in front of her, Captain Marini and Kenneth stared straight ahead.

"We're all nervous our first mission," Richard said. "Nothing to worry about though."

Rebecca nodded and turned toward the window to watch the forest pass below. Everything seemed to go so fast. It had only been six months earlier that she graduated from the University of Indiana with her Masters in biochemistry. Rebecca remembered her mother's face when she had raced down the stage.

"Your father would be so proud of you," her mother had said.

"I hope so," Rebecca muttered.

Granted, her mother hadn't been thrilled to find out that Rebecca had taken a job with the Raccoon Police Department, much less with the famed Special Tactics and Rescue Squad.

Even so, who would have thought her first mission was to investigate cannibal murders?

_Those pictures_, she thought and cringed. One picture from the briefing stayed with her in particular—it was of an infant, no more than three. The little boy's shirt was ripped, showing a small chest torn apart. Glossy bone of his ribs shined against crimson meat. Yet, the boy' face remained untouched. In fact, it had looked as though he were sleeping. Rebecca felt her stomach twist.

_BANG_!

The helicopter descended too quickly for Rebecca's tastes. Red lights flashed from the consoles as the pilot, Kevin, held onto the controls with a vice grip. The helicopter's rear propeller struck the branches of a tree, sending the whole cab into a spiral. Rebecca felt as though she were going to vomit. Her body warmed with adrenaline. Finally, the helicopter slammed into the ground. Rebecca had to swallow a few times to make sure no bile came up.

"Unbelievable," Kevin said, his voice muffled by his pilot helmet.

"What's the status," Marini asked.

"Some kind of engine failure.," the pilot said. "I told Wesker these 'copters need a tune up weeks ago…"

Rebecca watched the captain's lip curled beneath his mustache.

"Right," he said, before turning to the others. "This doesn't change our mission. Everyone move out. Dooley, do what you can to get this thing working."

Kevin nodded. Rebecca, who was closest to the door, swung it open and hopped out. She turned back to see Kevin give her a salute. She smiled and returned the gesture with a thumbs-up, before closing the helicopter's door.

The grass felt slick beneath her boot, and a low mist covered the ground. Under the eaves of the forest, the area was practically pitch black.

"Check the current position and investigate the surrounding area," the captain said as Rebecca brought up the rear. She drew her handgun, body tense. The night was quiet, and not even a cricket made a sound.

"How're you holding up," Edward asked, his voice hardly above a whisper.

"I'm fine," she said with a small smile. "Just wish everyone would believe me."

Edward laughed under his breath.

"Yeah, they're like that," he said. "They mean well."

"I know," Rebecca said. "I just don't want anyone to feel like I can't do anything because—"

"You're only eighteen," Edward finished. "Totally understandable. It'll take time, but they'll stop. Promise." He gave her a little wink and continued on. Rebecca smiled, not knowing that she was doing it until several seconds later.

Something glistened out of the corner of her eye. Rebecca turned to find an overturned van on the edge of a dirt road.

"Captain!" She said, pointing at the vehicle. "Look."

Marini stopped. Even in the dim light, she could see his brow furrow. He shined his light on it, revealing 'MP' in black, bold letters on the side. The windshield was shattered. Two men in green military uniforms lay—one several feet away, while the other lay half out of the van's cab.

Rebecca darted forward. Her knees slid on the wet grass as she reached over and pressed her fingers to farther man's neck, and then ran to check the other. No pulse on either. Her heart sunk.

"Court order for transportation," Edward said behind her. Rebecca turned to see him pulling a clipboard out from under the vehicle. "Prisoner, Billy Coen. Ex-lieutenant, twenty-six years old. Court marshaled and sentenced to death July 22nd. Prisoner is to be transported to the Ragathon Base for execution."

While Edward had been reading, Rebecca walked over to look at the papers on the clipboard. In the top, left-hand side of the document was a mug-shot of Coen. His long, dark brown hair was slicked back with his chiseled face forward—green eyes pointed directly at the camera, emotionless. Edward's lip curled.

"Those poor soldiers," he said as the rest of the team gathered around. "They were good men, just doing their jobs, and that _scum_ murdered them and escaped."

Marini took the clipboard from Edward, taking a moment to glance over it.

"Alright, everyone," the captain said. "Let's separate and survey the area. Our friend is brutal and ruthless. Keep your guard up!"

* * *

The rest of the team went their separate ways, leaving Rebecca on her own with a frantic mind. She took a deep breath. It kept her body from shaking. _Now's not a time to freak out_, she told herself. Rebecca jumped as a bird flew from a branch above her.

Maybe her mother was right…maybe she wasn't cut out for this. _No, _she thought, thinking of her father. He never gave up, and neither would she.

What looked like a red wall became visible through the trees. Though, as Rebecca drew closer, she found that it wasn't a wall, but a train. It looked as though it had been untouched, as though someone had just parked it there and walked away.

_Didn't even know that there were train tracks out here,_ she thought.

Rebecca looked up at the dark windows of the cabin in front of her. No sign of activity. _Ecliptic Express _was written in curving gold letters on the side. She grabbed the walkie-talkie from her belt and pressed down the button.

"Chambers to Captain Marini," she said. "Do you read?"

Rebecca eyed the train. Coen could be hiding in there…or worse, the murders. Though, there was another question that was bothering her more—_what was a perfectly good train doing here? _

A minute passed, yet no response.

"Chambers to Marini?" she repeated. Again, there was nothing. She should go back and get someone…and then they would think that she would always need help. Rebecca straightened her posture, tightened her grip on her berretta, and walked toward the cabin's door.


	4. Chapter 2: Dead Train

**Chapter Two: Dead Train**

"My God," Rebecca muttered. Blood covered the green velvet seats. Suitcases and purses lay scattered. Papers and clothes from open luggage littered the elegant, gray floor or draped over the side of chairs. Yet, no bodies.

_I need to get the others, _she thought. Rebecca turned, put her hand on the door's handle, but stopped. It was faint, but she thought she heard someone's voice.

"Hello?" she said, her voice an octave higher.

Rebecca waited. Among the silence was a low murmuring. The hairs on Rebecca's arms stood.

"Hello," she said again, but to the same result as before.

Rebecca took a few steps toward the door on the left end. Frosted glass took most of the doors upper half, with the words 'Ecliptic Express' laid over it in gold. As she drew closer, the voice grew louder. She grasped the bronze handle of the door, standing there listening for any other sound.

Rebecca could hear her mother now—_running in without a plan. You're as bad as your Father was. _She yanked and the door slid open. The other side was much the same as the one she had come, in both design and dishevelment. Emergency lights shined over the thresholds. Rebecca was relieved that there was light, though the long shadows made her stomach twist. A stairwell stood to her right.

The voice, which had sounded like a whisper in the other room, filled the whole car. Then there was the smell—that sick, sweet smell of death.

"This is officer Chambers from S.T.A.R.S. Bravo team. Please identify yourself," she said, taking a step forward. Two rows of seats in front of her, Rebecca saw that back of a head. There was no answer, just the constant stream of babble missed with the tapping of rain against glass. "Is there anyone there?"

A man sat in the window seat. He wore a gray suit—torn and bloodstained—and his skin possessed a darker hue. Half of his face had been ripped off, showing crimson meat. A portable radio lay on the next seat.

"Oh, my god," she muttered. There was no way around it now—she had to get the others. Rebecca went to turn, but the corpse rose out of its seat. Rebecca's mouth dropped open. "Sir please sit down," she said, grabbing the medical pack strapped to her side. The man moaned in response. Two hands clamped around her small arms, and the sick smell of death hit her harder than before.

"Sir," she said. The man stood over her by a foot, but all she saw was his eyes. They were completely white—no sign of pain or remorse. No sign of anything at all. Rebecca felt a scream bubbling up from her chest. The man bent forward, his mouth open. Rebecca held the man at bay with her forearm as he bared down.

She positioned her left leg in between her assailant's and shoved him with as much strength as she could. The man tumbled back, his grip weakening. His head struck the wooden armrest with a loud _crack_.

Rebecca backed away. _Was he…going to bite me?_ The corpse rose, a gash across his forehead. Thick, black blood dripped down his face. He moaned though it wasn't one of pain. _It's one of hunger. _

She placed a hand over her mouth, running to the door at the end of the car, throwing it opening it, and darting through the entry. Rebecca bent over and heaved, yet nothing came out. The image of that man was burned in her mind. It was as though he were…_dead_. Rebecca felt as though she were about to be sick again.

The corridor seemed darker than the one she had just left. On her right were two doors, and rain pounded on a series of windows to her left. Rebecca peeked in only to find disheveled bedrooms. Rebecca followed the twisting hall, to find a body slumped over on the ground.

Her breath caught in her throat as she kneeled to see if he was really dead. A dark hole was just visible between his eyes.

"You don't have to worry about him," a voice said behind her. "He's not getting back up."

A young man with dark brown hair stood over her and handgun aimed at her head. He wore a gray tank top, revealing the black, tribal tattoos that ran up his muscular, right arm.

"Billy Coen," Rebecca muttered, heart pounding against her chest. She thought of raising her own weapon, but as she stood slowly, looking down the barrel of Coen's gun, the thought lost its appeal. The dog tags around Coen's neck to jingle as he kept the weapon trained.

"So," he said with a smirk. "You seem to know me. Been fantasizing about me, have you?"

Rebecca clenched her left fist, while her right tightened around the handle of her gun.

"You were the prisoner being transported for execution," she said, as though to reaffirm to herself. "You were with those officers outside…" _who you killed._

"Oh," Coen said. "I see. You're with _S.T.A.R.S._" He drug out the last word, as if in mock realization. "Well, no offense honey, but your kind doesn't seem to want me around. So, I'm afraid our little chat time is over." With that, Coen lowered his gun and turned back toward the hall.

"Wait," Rebecca said, following him. "You're under arrest!"

Billy stopped and glancing over his shoulder.

"No thanks, doll face," he said, raising his left arm. A set of handcuffs dangled from his right wrist.

"I could shoot, you know!" Rebecca said, raising her gun, but Coen ignored her. She grunted, taking a step to chase after him when the window in front of her burst open and something jumped through. It took her a moment to realize that it was—

"Edward!?"

Edward pressed his back against the wall. His blue vest and black pants were ripped and bloodied. Rebecca slid to her knees, hands fumbling for her medical kit.

"God, Edward! What did this to you?!" she said, withdrawing bandages, a package which held a needle and surgical stitching, and another package for a disposable scalpel. Rebecca tore open the scalpel packaging, and cut away at the ripped pant-leg. The wound under looked deep, but it wasn't clean like a bullet hole or a slash from a knife. It looked like an animal bite. She turned to get the antiseptic from her kit, but Edward grabbed her wrist. His blue eyes looked glassy, almost as if he were dazed.

"It's worse than…" he muttered, his face contorting as though each word caused him pain. "We can't…you must be careful, Rebecca. The forest…it's full of zombies and…monsters."

Rebecca froze. _Zombies and Monsters? _That undead man returned to her mind, and she felt the urge to vomit once again. Edward's grip slackened. He took a ragged breath, and his head fell.

"Edward," Rebecca said, taking his shoulders and holding him up. "Edward?!"

Glass rained down on her as another window shattered. The thing that crashed into the hall landed a couple of feet away. _A dog?_ The Doberman turned. Chunks of its flesh were gone, revealing the wet meat and glossy rib bone beneath. The dog growled as it stared at Rebecca with pupil-less eyes.

Rebecca's eyes widened, raising her gun. The Doberman leaped before she could fire. Its body collided into her. The handgun flew out of Rebecca's hand. The creature's claws dug into the shoulders of her green shirt and it pinned her to the ground. A low growl came up from its exposed vocals. It opened its maw, saliva dripping, as it bent down for her jugular. Rebecca thrashed, looking for something—anything. Her hand grabbed something slender.

Rebecca jammed it into the dog's eye. The disposable scalpel went in up to the hilt. The creature gave a cry before it slumped over. Rebecca shoved it off her, panting.

"Edward," she said, sitting up. "Are you okay?"

She reached over and placed two fingers on his carotid artery. No pulse. Rebecca's breath caught in her throat.

No, this couldn't be! She waited for several seconds. _I just need to calm down. Can't find anything like this._ After several more seconds, she still couldn't feel a pulse.

Rebecca stumbled back, shaking her head. Hardly twenty minutes ago they had been talking in the forest and now…_and now… _tears trickled down the sides of Rebecca's face. She grabbed her radio.

"Captain…" Rebecca said, her voice hardly above a whisper. "Edward's gone…I need…I need…"

_I need help…_


	5. Chapter 3: The Leech Man

**Chapter Three: The Leech Man**

_Poor kid_, Billy thought as he opened a door and exited the corridor. One of the creatures lumbered around aimlessly, its head tilted up as though staring at the ceiling. The zombie's odor intensified as it drew closer. Once the creature spotted Billy, it stumbled over its feet in its attempt to grab him. A streak of dark, dried blood covered the side of its face.

Billy raised his weapon, positioned the crosshairs over the center of the zombie's skull, and fired. The corpse's head snapped back. Billy waited until the creature fell back and lay motionless before continuing onward.

_She's just going to have to take care of herself_, he thought. The handcuff dangling from his wrist banged against his forearm. Its only purpose now was to serve as a reminder of his lucky escape. _Those poor bastards though, _he thought, thinking about those MPs. Billy shook his head.

Not now.

_Remember the plan_, he told himself, opening the door into the next room. _Wait this out until morning, then get on the first flight to Mexico…_That was if he survived until morning. He had seen some things in Africa he still had nightmares about, but this…

_And that girl is on her own. _That look in her eyes—it was one privates under his command used to have—shocked, wide-eyes with a hard, emotionless face. How they tried so hard to be hardened warriors, but at the end of the day, they were just kids.

He stood in the dark train car, turning back to the door he just passed through.

"Damn it," Billy grunted and placed his hand on the handle. "You're a dumbass, Coen."

Billy opened the door and walked back the way he came.

* * *

Rebecca sat beside Edward's corpse, trying to collect her thoughts. She leaned her head against the wall, listening to the pitter-patter of the rain. The hall filled with the zombie dog's rancid odor, though Rebecca barely noticed. _Could all of this just be a figment of my imagination? Maybe I'll wake up any minute…_

Things like this just don't happen, right?

_Beep Beep Beep._

Rebecca snatched the walkie talkie off her belt, almost breaking its clip.

"Hello?!" She said. "I mean, this is Rebecca. Over?"

_Please, answer. Please, God, answer, _she thought. Rebecca clamped her eyes shut, praying that it wasn't a false alarm or the result of her weary psyche.

"Rebecca…can you hear me?" Marini said through a blast of static.

"Yes, Captain! I'm here!" She said.

"Where's-location?"

"A train, I'm on a train. Captain, I need hel—back up. I need back up. There are…_things_ on this train. They…got Edward." She stared at the device, waiting for the reply. Only static came through. Rebecca's heart felt as though it stopped beating. "Enrico! Hello? Do you read?"

"Rebecca, I-hear you," his voice came through the walkie talkie. "We've received detailed info-on Coen for a-in the vehicle. He killed-twenty-three people. It's-confirmed he was institutionalized-guard up, Rebecca!"

_Twenty-three people? Institutionalized_. Rebecca shivered when she realized that Coen probably would have shot her without blinking an eye. Then why did he let her go? He knew that she was going to arrest him…maybe he thought she wasn't a challenge. Color flushed into her cheeks, and her fist tightened.

"Copy, Captain," she replied. Static came through the speaker. Rebecca waited for several seconds before she clipped the walkie talkie back onto her belt.

_I can't give up. I've got a job to do_. She thought. Her limbs still shook as she stood, stepped over the dog's boy, and retrieved her gun.

Edward's slumped figure caught her attention as she passed. _I should do something_, she thought. But what was she to do? Rebecca snapped her eyes away.

"Goodbye, Edward," she said, before following Coen's trail.

* * *

Rebecca steeled herself and slid open the door leading to the passenger car. To her surprise, there were no corpses running around. The one in the gray suit she saw early lay in the aisle, blood pouring from its head. Rebecca walked over, using her feet to turn the body over. Blood spewed out of a dime-sized hole in the zombie's forehead. Its white eyes stared up, decaying mouth slack.

Rebecca wanted to bend down and examine the corpse, though she could imagine it lunging up. As much as she was repulsed, something intrigued her about the whole situation—_what could have done this?_ She reached into her pack and withdrew a latex glove. Then, she dipped her gloved finger in the pool of blood beside the corpse's head.

"Coagulated," she muttered, rubbing the sticky substance between her fingers. _Definitely dead_…_at least now it is._

The door in front of her slid open. Rebecca looked up to find Coen in the threshold. She raised her gun, and Coen did as well. He aimed his gun over her shoulder and shot. Rebecca glanced back just in time to watch as a balding zombie in a brown vest fall back, blood pouring from the fresh wound in his left eye.

"You're a pretty bad cop, you know that," Billy said.

Rebecca felt her face flush. She raised, keeping her Beretta trained on him.

"You're under—"

"Arrest," Billy cut her off, not bothering to put up his hands. "I know, I know. But you mind reading my Miranda Rights somewhere we won't get eaten." Billy tilted his head, as though motioning behind her. Rebecca glanced over her shoulder. Three zombies rose from their seats as though waking from a nap. Their heads snapped to and fro until they saw their only living companions, and then they staggered after the two.

"Fine," Rebecca said.

* * *

Billy didn't stop walking until they exited the passenger cars. Rebecca's boots clacked against the wooden floor as she closed the door behind her. Much like the rest of the train, the walls and floor were made of dark brown wood. The walls were bare except for a couple of framed paintings depicting grassy landscapes. A red-carpeted stairwell hugged the left wall, and beside it was a metal door, where (from what Billy could see through the door's glass window) a kitchen lay behind.

Billy took a few steps up the stairs, despite the gun Rebecca trained on his back.

"Hold it right there!" She said.

Billy sighed. _Damn, I can already tell this is going to get annoying, _he thought banister.

"Listen," he said, tucking his own handgun into the back of his jeans. "This is going to be dangerous from here on end. Why don't we cooperate?"

"Cooperate with_ you_?" She sneered. Billy's eyes narrowed. Still, he couldn't blame her, considering his track record.

"If you haven't noticed, _little girl_," Billy said, and he couldn't help to feel a tiny bit of satisfaction when she winced. "There are some pretty freaked out things on this train, and I for one wanna get out of here. I don't think we have a chance doing it alone."

Rebecca glared but lowered her handgun.

"You expect me to trust _you_, a wanted felon?" she said. "I don't need your help. I can handle this on my own, and don't call me 'little girl.'"

Billy snickered. From this angle, she looked pretty cute, with her little green shirt and white vest. The police garb seemed like a complete contradiction when compared to her round face and pixie haircut.

"Alright, Mrs. Do-it-herself," he said, reaching out to pat her head. Rebecca swatted it away. "What should I call you, then?"

"The name is Rebecca Chambers, but that's _Officer_ Chambers to you."

"Well then, _Rebecca_," Billy said, walking back down the stairs. He leaned against the landing's door frame and crossed his arms. "Go play _officer_ upstairs, while I wait here."

He watched as the girl's eyes widened for a moment, but her face hardened and her back straightened. Rebecca walked up a few steps and then stopped.

"If you're gone when I get back," she said. "I swear I'll shoot out your kneecaps when I find you."

Billy had to suppress another laugh, so just grunted in reply. As she continued up, he wondered if this was a good idea.

* * *

It took a moment for Rebecca's eyes to adjust when she reached the landing. Small dining tables lined each side of the car. Plates and silverware lay mostly untouched on white table clothes. The only light came from an emergency sign beside the stairwell, and a small fire clinging to a table cloth near the rear of the room. Windows lined the right side, the stormy night raging on just beyond the panes.

Something gasped, and Rebecca trained her weapon.

"Hello?" she said, squinting. A man sat at the table on fire. He wore a green blazer and red necktie, and his head bent down showing only his white, slicked hair. Rebecca approached slowly, lowering her gun.

"Are you alright, sir?"

The man didn't reply. Rebecca's arms shook as she remembered the last time she thought someone was alive.

"Excuse me, sir," she said, reaching slowly toward him. The man's head turned—and fell to the ground. Rebecca yanked her hand back, strings of white slime clinging to her fingers. The decapitated body lost form and fell apart into tons of glistening creatures the size of a baseball.

The creatures converged in the center of the aisle, the mountain their bodies formed shining in the dim light. A _squishing _sound came from them as the mount bent back and the bottom divided in two. The mass snapped back up.

The mass was once again a man. Rebecca's mouth hung open as she examined the creation. Every little detail seemed correct, except for the greenish tent of the skin and the wet sounds it made when it moved. The leech man threw back an arm and flung it at her. The limb extended twice its length. Rebecca dived out of the hip collided with the edge of a table, and she cried out. Rebecca quickly righted herself and shot two rounds at the creature. Both hit the creature in the chest.

The leech man didn't even recoil. It swung its arm for another strike when—Rebecca remembered Billy's headshots. She raised her weapon, aimed at the creature's head, and fired. The bullet hit with a wet sound, and its head split down the middle. Rebecca grinned, though her elation evaporated when the leech man dissolved. Little bodies darted toward her. She took a few steps back, but they leaped onto her before she could make it to the exit. They clung to Rebecca's waist, climbing with pointed underbellies from her legs to her stomach to her abdomen in a matter of seconds. She screamed as she felt their smooth bodies slither onto her neck.

The room shook with the sudden roar of gunfire.

The force of the bullets forced her down, though she didn't feel them pierce her flesh. Three leeches exploded once the bullets found their mark, making the others fall in a stunned state.

Rebecca felt the strength leave her body and she fell to her knees, breathing heavily.

"You okay?" her savior asked. Rebecca looked up and gave him a thumbs-up.

Three leeches leaped at him from the remains of the creature. Billy darted left, pulling the trigger of his gun almost out of instinct, and the creatures exploded like the others before it. Billy landed on his side but hardly noticed it. The surviving leeches slunk to the rear of the cart, climbed the wall, and exited through a corner of a shattered window.

Rebecca sat for a moment, huffing before she took a few deep breathes and stood. Her mind felt almost numb. _Am I in shock?_ She thought. Maybe she was just beginning to adapt.

A flash of lightning illuminated the room from outside. Billy caught a flash of a figure standing atop a cliff perhaps a mile or two away from the train. The man stood there, arms outstretched. Another strike of lightning blazed across the sky and Billy saw the slick bodies of at least a few dozen leeches crawling up to the figure's feet. The man's long dark hair covered his face, and his tattered white gown whirled around his thin frame.

"Who is that guy?" Billy muttered.

"Maybe he's a survive—"

The train shuttered. Rebecca and Billy's knees buckled at the sudden jar. Lights all around the room flickered on. The train rumbled as it gained momentum.

"Who the hell's driving the train?" Billy said.

"Maybe I should check the first car," Rebecca said.

"Alright, let's go."

"I don't know if it's a good idea—"

"Clue in girl!" Billy said. "We gotta start cooperating with each other, or maybe you like being worm bait!"

Rebecca glared at him for a moment. This _did_ make the second time he had saved her tonight. Still, Enrico's words still echoed through her head. Was Coen just luring her into a false sense of security? He had had every opportunity to kill her (or just let her die, for that matter) if he wanted her dead.

"Alright," she finally said. "But I will shoot you if you try anything funny."

"Fine, fine," Billy said. "Let's get going."

* * *

The young man watched as the Ecliptic Express barreled down the track once more. His body ached from the loss of his children. _Those monsters._ His surviving children coward at his feet.

_Eat them_, their thoughts cried in a collective demand_. Hurt them._

"Alright, my loves," he said.

The man closed his eyes. Children slumbered in their sacks, hidden deep within the train. He could see them all—in their bubbles-hiding in air ducks, and dark corners of rooms and corridors. The young man showed them who dare murder their siblings.

Within the Ecliptic Express, the leeches stirred—fueled by anger and hunger.


	6. Chapter 4: Derailment Part One

**Chapter Four: Derailment Part One**

"This is Delta Team, Delta Team. We have gained control of the train. Over?"

"Understood," Wesker said, leaning into the microphone. Beside him, William gazed down shaking his head. He tugged at his red tie—a motion Wesker had seen William do many times when he was stressed.

"This just doesn't make any sense," William said, not for the first time that night. "The countermeasures prepared in the event of a T-Virus leak were bulletproof. How did it contaminate the Arklay facilities, not to mention the train _three miles_—"

Wesker grabbed the microphone.

"That is irrelevant, Birkin," Wesker replied, turning his head to his companion. Despite the sunglasses he wore, he could still see William clearly. His blonde hair covered his forehead, though Wesker could still see the ridges of his furrowed brow. "We must make sure that no knowledge of this gets out."

"Of course," William said, rubbing his forehead. It was then that Wesker realized the dark rings under Birkin's eyes. _You poor fool_, Wesker thought—picturing William slaving all day in the Raccoon facilities only to be dragged here. Birkin even still wore his lab coat.

"Remember the mission," Wesker said. "Reclaim the Research facility and destroy the train."

"Yes, yes," William replied. "I'm surprised Vladimir isn't here breathing down our necks."

"How far are you from the nearest branch line?" Wesker said, taking his hand off the microphone and speaking into it.

"About ten minutes to—huh? "The Delta commander said. Suddenly, the tiny surveillance room erupted as the sounds of screaming and gunfire blared through the speakers.

"What's happening," Wesker said, raising his voice to be heard over the noise. William winced. However, only ten seconds after the cacophony began, it ended. "Delta team, report!" Wesker said.

* * *

Wesker's voice came from walkie-talkie in the Delta commander's slack hand. The black-clad soldier lay, twitching from death spasms. A leech climbed out of the broken eyeglass of his gas mask and over his black helmet. Another man, also dressed in full black, lay slumped against the open door to the Ecliptic Express's control room. Several of the creatures clung to both bodies, draining the corpses of blood before it could spoil.

They didn't much care for the humming of the engine to their right, nor the sound of the forest speeding past beside them on the left. However, they nevertheless, did as their queen commanded. So, once many had their fill of the strangers' blood, they collected in between the two bodies. They climbed and clung together. It was almost like a natural process for them by now—the ultimate defense against predators. They knew instinctually the shape to take. Within seconds, the leech mass accumulated-bubbling as the mound rose—defining their shape until they took the form of a man.

Images flickered through their heads as their queen told them how to exact revenge for their brethren. The leech man took a step. The collective creature staggered, torso leaning back. Its legs wobbled as the train rocked beneath. However, it straightened itself and took another step forward.

After several seconds, the leech man lumbered into the train's control room. The creature turned its head, as though looking at the room with its false eyes. Nothing stood out—the only pieces of furniture being an armchair bolted to the ground in front of the controls and a large steel cabinet in the right corner. Rain pelted the windshield. The wipers swiped back and forth, though as fast as they went, they barely helped visibility. Below the windshield stood the controls. A faint, blue glow illuminated the keyboards from the light of the monitor.

_To the controls_, their queen told them. The leeches complied. The creature raised its hand toward the machine. Like its eyes, the leech man's fingers were a façade—unable to spread their fingers apart. Instead, it tapped on the console gently with the tip of its fingers. 'Maximum speed—danger!' flashed across the monitor. The leeches raised a hand and drove it through the screen. The message sizzled but faded to black. Dead leeches—impaled with shards of glass-dropped away from its arm.

The Ecliptic Express shuttered slightly as it approached a higher speed.

* * *

Miles away, the young man watched from his cliff. He saw everything his children did, telling them each step.

"That will do," he muttered, opening his eyes. He wished he could stay there to hear the train's inevitable derailment. _And the screams of the murders within_. The young man glanced down at the shiny bodies surrounding his feet. The leeches crawled up his legs, like a cat wanting affection.

"Come, children," he said, turning. "We have a far greater business to attend to."

* * *

Billy's knees shook.

"Is it just me, or is the train going faster?" He asked.

Rebecca followed and closed the door behind them. The corridor now looked darker than it had last time she was here. She glanced out the window. The forest zipped by, though she couldn't tell the difference. It was as though she could feel the momentum of the train.

"We better get moving," she said, leading the way.

_This is the hall Edward died in._ The thought made her wince. Rebecca took tiny steps, almost afraid of seeing the body again—_or not seeing it._ She turned the corner. Edward lay as he was, head bent and rocking slightly with the shaking of the train. Wind and rain howled through the shattered windows above him.

"Was he from your team?" Billy asked.

"Yeah," she said, her voice low. Her sight never left Edward.

"I'm sorry for your loss."

Rebecca gulped, and she finally forced her gaze down the corridor.

"I barely knew him," she said, though her voice broke at the end.

_That's even worse,_ Billy thought. _You'll never know them. _He remembered all the young men that had been under his command, and how only a percentage of them came back. They had families back home—mothers and girlfriends and lives. Just thinking about it caused Billy to shudder. But, in the end, wasn't that what they all were—stories unspoken?

Billy shook his head, only to find Rebecca standing in front of the door at the end of the hall. _I understand you, Doll Face_, he thought, chasing after her. She wanted to carry on his memory with her—even if she barely knew him-but didn't understand the burden behind it. He knew Rebecca would come to bear it—after all, she was a tough girl.

Rebecca flung open the door. The wind howled through the open threshold, nearly knocking her down. A grated walkway lined the engines, leaving only a steel railing between them and the night on their left. Two bodies lay on the walkway, covered head to toe in black clothing. A glossy, thick liquid dripped from them. Other than rocking to and fro, the corpses remained still.

"Don't worry," Billy said, stepping in front of her.

"Who said I was worried?" Rebecca said, straightening her posture.

"Whatever you say, Miss Independence," Billy replied, waving his hand as he continued toward the other side of the walkway. Rebecca grunted but followed him.

"Who were they, you think?" she said as she kneeled beside one, the wind nearly stealing her voice.

"Dunno," Billy said, raising his voice. He stood in front of the corpse against the control room threshold. "They look like some kind of stealth operatives, judging by their gear. But it's weird."

"What is?" Rebecca said, standing and joining her companion.

"There's usually some form of identification—a patch, a badge. These guys have nothing."

"Maybe the government knows about this," Rebecca said, though more to herself. Zombies and Leech Men _did_ seem like something that fell under government jurisdiction.

"Yeah, that would be just _wonderful_," Billy muttered. He glanced up into the room. "Shit."

Billy ran into the room, and Rebecca followed. When she entered, he stood over the control console.

"What kind of idiot would break the monitor," Billy said, gesturing toward the shattered screen. Color flushed from Rebecca's face.

"You mean we're—"

"Out of control?" Billy said. "Yeah, at this rate it'll either derail or crash. Not a damn thing can be done if we can't see what we type…unless."

Rebecca followed Billy's gaze to a lever on the far right of the controls. A sticker above it read 'Emergency Break.'

"Hold on," He said. Rebecca looked around, however other than the chair, there wasn't anything to_ hang on_ to. Billy grabbed the lever and pulled down—the lever stuck. "What the hell?!"

"Maybe there's something you have to do," Rebecca said, turning her head to find a manual or anything that could help. She walked over to the steel cabinet and opened it. A couple of extra uniforms hung on a clothes hanger. Below, a double-barrel shotgun sat diagonally—barely small enough to fit within the narrow space. A red, leather-bound book sat on the shelf just above the hanger, along with six walkie-talkies and a case of shotgun shells.

Rebecca grabbed the book. _Ecliptic Express Operator Manuel _was written in gold script across the front. A smirk crossed her face as she rushed back to the control panel. She slammed it onto the control panel and leafed through the pages.

"Come on," she said. The floor shook violently enough to make her knees to shake. Billy leaned in. Finally, she came across the article "Emergency Break."

"Automatic shutdown will occur upon engage," Rebecca muttered, eyes flitting over the words. "Rear brake must also be engaged simultaneously."

"Who in the hell built this train?!" Billy said, snatching up the manual to read it for himself. Rebecca's heartbeat accelerated. Her body shook, though she wasn't sure if it was her nerves or the rumbling of the train.

"Okay," she said, taking deep breathes. Rebecca walked back to the cabinet and grabbed one of the walkie-talkies. Once she programmed it to pick up her channel, she handed to Billy. "I'm going to the rear. I'll radio you when to pull the lever on your end."

Billy nodded. She took a deep breath and headed toward the open door. There was no way she was ready to travel this train alone. _Don't let fear control you_, she heard her father say. Rebecca raised her chin.

"Hey, Rebecca," Billy said. Rebecca turned but grimaced. _I know…be careful, stay safe._ She could practically see that patronizing look the rest of the team had given her before in her head. However, when she faced Billy, his face was hard. "Good luck."

Rebecca stood there for a second. Eventually, she nodded.

"Thanks."

* * *

Billy watched Rebecca dart back out into the train. _I should have gone_, he thought but shoved the it away. _That wouldn't do her any favors. _Besides, if something happened to her, he wouldn't have to deal with her anymore. The thought left a sour taste in his mouth.

_Don't be stupid Coen_. _Don't go trusting her_. _Only trust yourself_.

Billy clipped the walkie-talkie to his jeans and then leaned against the control panel, but his body remained tense. It was always that way.

"The side-effects of war," he muttered. Had everything been worth it though? It seemed so long ago he had been that scrawny eighteen year old with an inflated sense of patriotism.

"This is just what I need, Ma," he had told his mother. It would be just the thing to wipe away their problems. Debts would be erased while he would be protecting not only his mother but his nation. His mother would love him for it.

"HA!" Billy said. How naïve he had been. Just the very thought of his past-self made his face flushed. _Here I am, eight years later—Ma died of shame, and me, the 'convicted murder.' _It wasn't until now that he realized his fists were clenched. Billy opened them, wiping his sweaty palms onto his jeans.

Now wasn't the time for that.

_THUMP_.

Billy jumped. His eyes darted up. _It's nothing_, Billy told himself. _Just some leaves or something…just huge fucking leaves. _

Billy's hand slid to the gun handle sticking out the back of his pants.

Another _THUMP _rapped on the roof. The car shook beneath the force of it. Billy crouched. The metal roof split open as a giant, ivory pincher rammed through it. When the claw withdrew, it left a hole the size of a tire. Another pincer drove through the metal, staying there for several seconds before wiggling its self out of the crevice.

Billy could only gaze up in mouth-gaping horror, wincing as he fell back hard.

_What has claws that fucking big?!_

A pincher wedged back into the hole in which it had created. The roof groaned as the creature on the other side pulled. Billy raised his handgun but didn't pull the trigger. What if he missed and the bullet ricocheted?

_What good is this pee-shooter going to do against _that_, anyway—THE SHOTGUN!_

The groaning of the roof now grew into a screech as the metal took on a curved shape. The creature wedged its other claw into the second crevice. The steel wasn't going to hold for much longer—_And when it breaks, that bastard is going to be in for one hell of a surprise._

Billy jumped up, tailbone still aching, and dashed to the cabinet. He flung open the steel doors and the shotgun sat just as it had been. Billy turned on the safety to his handgun before tucking it into the back of his jeans. The control room filled with the cacophony of ripping steel, mingled with a sharp, staccato cry. Florescent lighting flickered and died as they were pulled from their circuitry.

Rain pelted Billy as he tried to load the weapon in almost total darkness. He jammed in the last shell and snapped the gun shut. Something wrapped around Billy's torso—something that felt as though were lined with tiny spikes. He gasped at the sudden pain, releasing the shotgun in shock. Before Billy could process what was happening, he was lifted out of the gaping roof. The claw released him, leaving him suspended in mid-air, before crashing down on the car's roof several feet away.

Billy gasped for air as he tried to push aside the chill of the rain, the ache of his side, and the phantom pain left from the pincher's barbs. He glanced down. No blood. Billy pulled at the soaked tank top that clung to him. No wounds-just a line of several little indents across his torso.

A screech made him turn back to the front. A scorpion the side of a bus stood over the control room. Its stinger towered over its body by at least seven feet, poised. Water trailed down the creature's brown exoskeleton as it raised its massive claws and screamed, as though challenging this newcomer.

_Yeah_, Billy thought. _I'm definitely gonna need a bigger gun._


	7. Chapter 5: Derailment Part Two

**Chapter Five: Derailment Part Two**

The door shut behind Rebecca with a resounding _click_. Unlike the previous passenger car, this one was darker than the former and relatively quieter. Rebecca didn't spot any zombies tumbling in the aisle or between the seats. Though there was still that sound—a wet sound.

Rebecca took a step forward, handgun tight within her grasp. As her eyes adjusted to the dimness, she noticed a body hunched over another in the aisle toward the back of the car. The zombie's head shook, bending down and gnawing on the corpse beneath it.

_Oh, my God_, she thought. _They're eating one another!_

Rebecca raised a hand to her mouth, though she wasn't sure if it was to stop the scream bubbling in her the throat or the vomit threatening to rise from her stomach. The zombie froze. Rebecca raised her gun. _Aim for the head, _she thought. Nevertheless, she couldn't bury the guilt welling within her. This isn't some kind of mutated leech-thing—this used to be a human being.

The creature rose. It wore a bulletproof vest with the S.T.A.R.S. logo stitched onto the back. Rebecca gasped.

"Edward…no…" she said. Her stomach churned, and the threat of vomiting was renewed. Edward turned, arms outstretched. Thick, black blood dripped from his mouth and ran down his chin. A gray hue tinted his face, and his eyes were sunk in and white. A low moan came from his gaping maw. "Please," Rebecca said.

Her body shook. Edward stumbled forward, making no sign that he heard her plea, let alone understood it. Rebecca raised her gun again, though the crosshairs kept jumping around.

"No," she said. "Don't come any closer." Still, Edward lumbered forward. He stood a few feet away, so she could smell the sick scent of death clinging to him like cologne. Rebecca shut her eyes and fired.

A _BANG _erupted from the firearm. Something slump to the flood. Rebecca stood there for a minute—eyes shut, trembling, and gun still raised. Her legs wobbled, and before she could stop herself, Rebecca fell to her knees. The pain of the impact forced her eyes open.

Red. Dark, thick red. It was all Rebecca saw those first few seconds. Her eyes followed the puddle up to the source—the head in which it drained.

"I'm s..so…sorry," she muttered through sobs. Her limbs felt too heavy. Everything that had happened that night crashed down, and its weight threatened to crush her. _I just murdered him—_No. It was a mercy killing. Even with this thought, it was hard for her to swallow. Rebecca could still hear Edward's voice in her head, but it came from a far-off place—as though spoken in a time past than of an hour or two ago.

The puddle of blood edged itself closer to her knees, and Rebecca fell backward.

_I'm not ready for this, _she thought. _Mom was right._

'You're not your father,' her mother used to say. Rebecca tightened her fists. She grabbed the armrest of the nearest seat and hoist herself up. Edward's body still filled her vision. She had hardly known him. Did he have family back in Raccoon? Friends? How many will miss him when the team returns?

_If we return_…

Rebecca stiffened and raised her chin, despite how fragile she felt. She checked her magazine. Fourteen more bullets-only one used…She shoved the chamber back into the handgun. The sound of metal against metal was lost under the sound of the rumble of the train.

* * *

The rain stung Billy's face. The scorpion snapped its claw, as though taunting him. Billy's knees remained locked, afraid a movement would incite the creature to attack. The standoff remained for several seconds before the scorpion gave a terrible shriek. It reared its body and charged forward. Billy raised his handgun, firing a round into the creature's flat head.

The bullet hit it square center. Another cry came from the scorpion as it bucked once again, flailing its arms about. Billy's eyes darted to the opening to the control room behind the creature. If only he could sneak past it while it was dazed-however, the scorpion righted its self. It lowered its head and tucked it behind its pinchers. Billy kept firing, but the bullets bounced off the creature's claws.

_Click._ Billy pulled the trigger again, but all that would come from the handgun was the same disheartening _click. _

"Shit," he muttered. The creature darted forward with its claws still protecting its face. It slammed into Billy with enough force to send him flying back and tumbling over the roof. The handgun flew from his hand and clattered across the roof until it slid off into the passing forest.

Billy thrashed as he tried to stay on top of the train, legs dangling over the side. His torso ached from the strike. Still, he tucked the pain away. _Not now, _he thought, clawing his way back to the center of the roof. The scorpion howled, raising its pinchers as though in victory. After a minute of crawling, Billy stood, clutching his side. There had to be some weakness to it…some way to get past—

Between the roof of the car and the underside of the creature's body was at least a foot of open space. The scorpion's six legs twitched—as though eager to attack once again.

Adrenaline flowed through him, warming his body despite the cold of the storm. Billy gritted his teeth and ran. The creature grew closer and closer. It seemed to know it, for it revealed its face and drew back its left pincher. Billy dived. The pincher darted forward, snapping shut just centimeters above his back. Billy hit the metal, and the momentum carried him over the slick roof until he came to rest a few feet behind the scorpion.

The creature turned its body to and fro, looking for its escaped victim. Billy's feet pounded against the roof as he darted toward the opening to the control room. The scorpion gave a howl that echoed in the night air. By the time it turned around, Billy already dropped into the room below. He darted back to the cabinet where the shotgun lay just where he and Rebecca first found it. He snatched it, and then rammed two rounds into it.

"Billy," a voice said through static. Billy glanced around. There was no one else in the room. "Billy," the voice said again before he realized that it was Rebecca on the walkie-talkie. He snatched the device off his waistband.

"I'm a little busy at the moment, Dollface," he said.

"I've disengaged the rear brake," she said. "Whenever you're ready."

_Maybe the sudden stop will force it off. _The thought struck him so quickly that it made him stagger. Billy tried to remember if scorpions (let alone one the size of a car) stuck to surfaces. He ran toward the leaver. Just as he drew within arm's reach of it, a shadow passed over the windshield. Billy dove back just as thick shards of glass rained down. One of the massive pinchers snapped open and close within the opening. Billy crawled back, shotgun still within his grasp.

The scorpion's claw reached in, extending nearly half of the small room. Its cry filled the room as it struggled to keep its body wedged in the tight space. Though, because of the narrow opening, the creature had minimal movement—leaving it wide open.

Billy smirked. He took aim and fired. The gun recoiled into his shoulder as the buckshot hit squarely in the creature's flat head. It shrieked once again as the impact blasted it out of its position. It tumbled over the face of the train but snagged the edge of the shattered windshield. The scorpion's body pounded against the train's side like a ragdoll against the wind.

"Coen!" Rebecca's squeaky voice yelled through the walkie-talkie. Billy leaped for the emergency lever and turned it.

* * *

The Ecliptic Express rattled down the track. The wheels bounced up slightly with every hit. Sparks flew from beneath as the emergency brake engaged. The tracks split into two paths, and the train continued down the right track. Not only trees whipped past, but now wooden sentry towers. The Ecliptic Express turned the bend, and there stood the barricaded entrance to a service tunnel. The train crashed through. One last screech carried up into the night as the scorpion hit the side of the tunnel's threshold, and its motionless body rolled off into the forest.

The track ended with a smaller barricade—this one made of steel and braced into the ground. Wheels lift as it collided. With a groan, the front car tipped, arching up for a moment before crashing down on its side. The train ground against the concrete ground for several feet, before it finally came to a rest.


	8. Chapter 6: War in the Shadows

**Chapter Six: War in the Shadows**

Smoke filled Billy's chest. His lungs convulsed, throat burning and head reeling. _Well, I've had less graceful awakenings. _His body ached as he sat up. The room spun. Billy had to close his eyes for a few seconds to keep from vomiting. Finally, the dizziness died and he opened his eyes.

An orange glow filled the tunnel with the smells of burning rubber and leaking oil. Grease fires clutched to the sides of the fallen train. Billy raised himself up. Pain radiated through him-not only from the stiff ache of joint trauma but also from the raw sting of road rash on his arms. He glanced at the wounds. Though they were an angry red, irritation and superficial scratches were all they were.

Billy's neck popped as he rose to full stature. What had once been a beautiful and luxurious train, now lay like a fallen beast.

"Rebecca?" he said though smoke clogged his vocals. Billy coughed. "Rebecca!?"

"I'm here," she said from behind. The young woman staggered from a side of the overturned train.

"You okay," Billy asked, moving forward stiffly.

"Yeah," Rebecca said. "I'm fine. You?"

"I'll live," he said. Almost simultaneously, they turned toward the train. "Well…we managed to stop the train."

Rebecca glanced over, eyes narrowed.

"Yeah," she said, glaring at Billy. "We _managed_."

"Yeah," Billy scratched his head, handcuff jangling. _You try squashing an insect the size of a minivan _and_ stopping a train at the same time_, he thought but bit his lip. _Like she would believe me._ "We should get out of here. Smoke's killing me."

Rebecca nodded. Despite her limp, she wore that usual stoic expression. Billy smirked. _You got moxie, kid._ He glanced around the tunnel. A white light shined over a door only a few feet away. Lime green paint peeled off of it, revealing the rusted metal beneath. Billy walked over, Rebecca following. However, they didn't get half a dozen steps before a beeping filled the tunnel. Billy turned, and Rebecca unfastened the walkie talkie on her hip.

"Richard here!" A voice erupted from the device before Rebecca even brought it to her lips. "Rebecca! Where are you?"

Rebecca's face lit up for a moment, but then returned it to her stoic expression.

"I'm not sure," she replied. "It looks like some kind of service tunnel."

"Alright! Have you made contact with any of the others?"

"I…" Rebecca started. Her face fell, and her eyes turned glassy. Rebecca blinked several times. "I've spoken to Enrico…I don't know where his. Edward…he's…he's gone."

Near silence filled the tunnel, only broken by the crackling of the flames.

"Right…" Richard replied. "I'm with Speyer now. There's a mansion out here. We're are going to take a look at it. Rendezvous with us there!"

"Roger that," Rebecca said. She held the walkie talkie for several seconds, as though wanting to say something more, but finally allowed it to drop. Rebecca sighed. She tried the usual 'tough girl' expression, but even Billy could see that it was everything was taking its toll on her. He could see it in her eyes—darker and heavier than when they first met. "Let's get moving."

"Wait," Billy said. He glanced around and found the shotgun laying a few feet away from where he had awoken. He ran over and picked it up. The metal felt good in his hands—strong, reliable. He opened the weapon. Only one shell.

"You're crazy if you think I'm letting _you_ carry that around," Rebecca said, but her gun remained low.

"And _you're _crazy," Billy said, eyes still on the gun. "If you think that I'm going any farther without any protection. Sorry to say it, Doll Face, but you're a piss-poor shot." He snapped the shotgun shut. Rebecca grunted.

"Fine!" she said, eyes following Billy as he lifted himself back onto the front end of the Ecliptic Express. He climbed through the shattered windshield. Other than the pilot's chair—which lay toppled—everything was bolted and remained where it was. The cabinet hung above him, however, its door remained wide open. He jumped up, grab the door, and pulled himself up. Shotgun shells littered the side of the cabinet's upper shelf.

"What are you doing?" Rebecca asked outside.

"Just getting some insurance," he said and grabbed as many shells as possible.

* * *

Rebecca waited, tapping her foot. _I'm so stupid,_ she thought as she stared into at the shattered windshield. _Giving a murderer a gun_. Rebecca could smack herself. But, why then did she allow him to have it? Not that she could have taken it away, but something told her that it might be a good idea. _Besides, he did help before_, she thought. Yet, for how much longer?

"Are you done yet?" she asked. Rebecca glanced down at her wristwatch for the third time since he'd been in there. Ten minutes.

"Yeah, yeah," he said, much like the other two times she had asked. The answer made her limb shake. Richard and Forest were somewhere out there—still alive! It would be nice to see a teammate who wasn't—_No!_ She thought, forcing the image of Edward out of her mind, though a little too late. Her body felt heavy. She wanted to cry but forced it back. 'Crying never did nothing for nobody,' she remembered her dad telling her. 'Buck up and take action.'

"Alright," Billy's voice echoed from the train. The hollow space filled with his grunts and the _tinks_ of him reaching for the opening. He crawled over the side and lumbered out of the wreckage. A sling made of an old shirt hung around his shoulder, jingling with shells.

"You prepared enough?" Rebecca said.

"Yep," Billy said, landing on his feet. "After all, you're going to need a bodyguard."

"Speak for yourself," Rebecca replied. She gestured toward the door.

* * *

A rotten stench and the sound of running water were the first things that met them on the other side. Black mold grew on the concrete walls. The floor only ran for a couple of feet before it took a drop down, where murky, green water flowed down the corridor like a river. Rusted grating blocked any entrance to the right side of the corridor.

Rebecca coughed at the smell, however, cut it off before she could gag. Billy leaned over the ledge and around the corner.

"There's another ledge at the other end," he said. Rebecca's grimaced.

"Maybe there's another way—"she said, but before she could finish, Billy hopped into the sewage water. His legs disappeared beneath the green depths, stopping at his hips. Rebecca sighed but jumped into the sewage as well. She nearly gagged as it reached halfway up her abdomen.

The corridor only extended for about a yard, where another rusted grate blocked it off. As Billy had said, another ledge stood on the other end. Water pushed against the back of their leg. Rebecca kept staggering. Her stomach twisted.

_Think of something else_, she thought. Yet everywhere she looked only reminded her of the sewage surrounding her—the gray, moldy walls, the rusted iron grating. Finally, her eyes fell on Billy's tattooed arm. She followed the curves of it—how each inked stroke played with the hard mound of his bicep. The more Rebecca looked at the tattoo, the more she realized that it wasn't a random tribal tattoo. It spelled "Mother love."

"You a fan of Queen?" Rebecca asked.

"Wha—" Billy said, cocking his head around. "Oh, yeah. Love 'em."

"Oh_,"_ Rebecca said. "It's just cool…your tattoo, I mean."

"Thanks," Billy said. "Anyway, you go first." Rebecca glanced over to see the other ledge next to her. She leaped over it. Murky water clung to her clothes like slime. Rebecca grimaced at the stench, and her stomach churned once again as she realized that she would have to walk around with it permeating from her clothing. But she was out. _Thank god._

A sick splash came from behind as Billy climbed up as well, and then walked past her to the metal rings on the far wall. The wall-rings extended for at least a quarter of a mile up through a curved opening in the ceiling. Rebecca closed her eyes and gave out a deep breath—barely smelling the sewer stink. They had survived the train. _This is almost over_, she thought.

* * *

Billy pushed against the ceiling door once. It gave with a groan, and with a hard thrust of his hand, the trap door swung open. Light rained down on the two of them, making Billy squint as he climbed out.

"Woah," Billy said, as his eyes adjusted. Rebecca emerged from the opening, and when she saw the room, her mouth dropped open as well. The two stood in a two-story entrance hall. Light from old fashioned lamp posts reflected off the white and green marble floor. Two suits of armor stood on either end of double doors on the room's west side, and a grand staircase stood across from it. The staircase rose to a mid-level, and then it split into two separate staircases.

Billy wandered around, staring up at the domed ceiling. A crystal chandelier hung from the center, with painted angels playing around it against a blue, cloudy sky.

"Whoever lives here spared no expense," Billy muttered. His gaze travelled down to the second floor, where a walkway ran the entire perimeter of the second floor. Square pillars lined the walls, holding the upper-level up. Finally, Billy's eyes traveled down. He stood in the center of an octagon-each side was divided into triangles, each one alternating between red and white. "Umbrella Research Center," Billy read the letters under the logo. "Umbrella…like the pharmaceutical company Umbrella? Rebecca?"

Rebecca climbed up the stairs slowly, her eyes focused on a portrait that hung on the wall of the mid-level. An aged painting of an older man glared back. His white hair sat stoic and perfect, much like his suit and tie. Billy's gaze narrowed. _I've seen this guy_, he thought. _But where…_He walked up behind Rebecca, however, she continued looking straight ahead.

"What's up?" Billy said.

"I've seen this man before," Rebecca said in a voice hardly above a whisper. "He was the leech thing on the train."

* * *

"Who on earth are those people?!" Birkin said, looking at the two on the flickering monitor. He leaned over the console with wide eyes. Wesker didn't even have to touch his companion's hands to know that they were sweaty. _Your nervous habits will get the best of you, William_, Wesker thought.

"She's just a rookie," Wesker said. "A member of S.T.A.R.S."

"And what about the male?" Birkin said.

"I'm unfamiliar with him. However, I doubt he will be of—"

"_Attention!"_ A deep voice echoed through the room. Birkin jumped back, turning his head around to and fro as though it came from someone in the room. Wesker leaned forward, folding his hands and resting his chin on them. No, there was no one in the room. Wesker knew it. There had been no creak of the door opening. Besides, the quality of the voice skipped slightly—as though coming from an old recording. "_This is Dr. James Marcus. Please be silent as we reflect upon our company motto. Obedience breeds discipline, discipline breeds unity, unity breeds power, power is life!"_

"Who would have access to the control room in the research center?!" Birkin said. Wesker ignored him but conceded the question. He remembered the recording very well from his first tour of the center. _How long ago had that been? Twenty years?_ No—now was not the time for memories. _It might be a glitch—no_, he thought, his mind whirling numbers. _The probability of that occurring would be 0.000000003 percent. _However, before Wesker could think of the matter any farther, the images on all six monitors before him changed to one.

A young man in a white robe gazed back at him with two dark eyes—as though looking through the very camera. Long, brown hair lay on either side of his narrow face.

"Well, well," the young man said. "It has been a long time—Birkin, Wesker."

"Wh—who is that?!" Birkin said. _Body tense. Can practically smell your perspiration in the air. _

"Oh, come now," the young man said as a grin crossed his face. "Surely you must remember us?"

Wesker's brow furrowed. That voice, that face—he had seen both before. _But where?_

"Still nothing?" the young man said. "How disappointing. Here, allow us to jog your memories." The young man closed his eyes and raised his arms. A mound of something shiny raised into the camera's view. It bubbled and pulsed, as though it were a living mass. Soon, it smoothed and grew definition until it took the form of—

"Dr. Marcus," Birkin said, livid.

"Ah!" the young man said, walking about Marcus-creature. "At last, we have an answer! But you wouldn't have seen this face for a while, have you. Though, you were the last faces he saw."

"Who are you?!" Birkin cried.

"Ah, nothing has changed," the young man said. "Both of you still Spencer's little playthings—Birkin, the frightened little boy, and little Albert, Spencer's puppet."

Wesker lifted his head.

"I am no one's puppet," he said. The young man chuckled. "State your business."

"My business," the young man replied. "Is vengeance on Umbrella. Have you not figured it out yet? It was I who contaminated the train, as well as both of the Arkley facilities. This is only the beginning, gentlemen. The Raccoon facility, Antarctica, Sheena and Rockford Island. I know them all. And one by one they will fall."

Wesker watched the mystery men—looking for any slight of movement, any gesture which might betray his identity.

"So, run a little message, will you boys?" the man said, his grin growing painfully wide. "Tell Spencer that soon everyone will know his dirty little secret. Tell him I declare war on him, and on Umbrella."

With that, the monitors skipped and returned to their usual positions. Silence hung in the air between the two men.

"We can't do this," Birkin said. Wesker remained silent. A face…a face was finally coming to mind.

"How," Wesker muttered to himself.

"I'm calling Vladimir. This is beyond either of us, Albert."

Wesker remained silent, working through all the possible outcomes that this event—this man—could produce. _If it is, indeed, him. _All came to a similar end point.

"Indeed," Wesker finally said.


	9. Chapter 7: Eliminator

**Chapter Seven: Eliminator**

"_This is Dr. James Marcus. Please be silent as we reflect upon our company motto. Obedience breeds discipline, discipline breeds unity, unity breeds power, power is life!"_

The voice filled the entrance hall. It seemed to come from everywhere, as though the words seeped out of the walls. Rebecca snapped her head around for the voice, but stopped once she realized that it was only a recording. It seemed almost…wrong in this place. She could picture people bustling about in this foyer. But it was dead.

"Hey," Billy said. She glanced over her shoulder. He stood just a couple of steps below her. "You okay there."

"Yeah," She replied, her grip on the Beretta tighten. "It's just quiet…"

"Yeah…thinking that there are more of those…things here too?"

Rebecca glanced around. There had to be some kind of entrance…there! Directly opposite of the staircase, hidden in shadow, stood two gray, iron wrought doors. Two suits of armor, glistening silver against the dim light, stood on either side of the entrance. The walls seemed to press in around her. It felt like hours since she was in the open air, even though it had only been little more than an hour. She wanted to go outside, out into the night and breathe the crisp air. Maybe then this night wouldn't seem as bad as it was—or it was all a bad dream, and when she walked through those doors she would find herself in her bed in her tiny apartment in Raccoon.

_No_, she told herself. _I have to find the others._ After all, hadn't Richard said that he and Forrest went to a mansion? Rebecca's stomach still clinched. Billy followed her gaze, his eyes also lingering on the double-doors.

"Don't even think about it," she said. Billy rounded on her, his eyes narrow and the shotgun slack in his hand.

"Yes," Billy said, a smirk gliding across his face. "I would bolt out into a forest full of zombies and God only knows what else. I love the possibility of certain death. Not to mention, I would totally leave you to fend for yourself in this shitstorm. You've got me really nailed on the head, Mrs. Independent."

Rebecca rolled her eyes. She gestured her gun to the double doors on their left. Billy sighed and turned in that direction.

"You know, you have the sense of humor of a cactus," Billy said.

"That doesn't even make sense," Rebecca muttered, following him. Despite herself, a smirk curved the corner of her mouth.

* * *

As Rebecca and Billy walked over to the door, they didn't see the leech man standing on the balcony above, half hidden in darkness. Its blank eyes followed the two tread across the foyer, and disappear into the servants' dining area.

So, they still lived.

The man in white opened his eyes, and he felt his children break apart. The hot lump in his chest felt swollen, and that heat radiated throughout the rest of his body. The murders—he was sure that the train crash would have been enough to kill them. Several children gathered around his feet and arched up, as though gazing up at him. The computer monitors caused the leeches to shimmer in their own juices.

He could hear their thoughts leap onto him—more images and emotion than any words. The same anger burned within them as well. They wanted to go—to make the murders pay—No! The man grunted. This wasn't the plan. Those two had just lumbered in. They weren't his target.

_But they harmed our children_. The man cleared his mind, but the rage remained. Finally, he released a roar. No, he wouldn't let them go about the facility. He glanced up at the screens. There had to be something here, something to dispose of them quickly and painfully. _Send us_, his children pleaded.

"No," he muttered. They were too few due to the train incident. The man scanned the monitors spotting one of a narrow passage lined with cages. Even through the lined, blue image of the screens the concrete walls and the floor gave the room a cold look. For a brief moment, a thin, squat hand reached out between the bars—reaching out for something that wasn't there—before retracting back.

Yes, there were other ways.

* * *

Rebecca scrunched her nose, as the stench of rotting meat hit her. However, despite the rancid smell, she didn't feel her stomach lurch. It had become a smell she'd grown accustomed to that night—much more than she would have liked. The room formed an L-shape, with a banister beside Rebecca and Billy—dividing the main area of the room for the shorter side. Three long tables, all fitted with china plates and bowls, were pressed against each other. Flies zipped across the room, making the room hum with an incessant _buzzing_. However, another sound came from the other side of the banister—a _crunching _sound.

Rebecca grunted. She turned her head toward the sound, but it moved with difficulty. A zombie hunched over another's body, which slumped against the wall. The creatures head bobbed up and down as its jaws opened and closed. It stopped, raised its head, and stood. With a low moan, the zombie turned, revealing the left side of its face was missing. Red meat flexed as it opened its mouth its left eye nearly hanging out.

"Poor bastards," Billy muttered beside her. _Guess that answers your question_, Rebecca thought. Billy sighed, but then raised his shotgun. Rebecca motioned for him to lower the weapon.

"No," she said, drawing her Beretta from its holster. The creature took a stumbling step forward. "I've got this." Billy glanced between the approaching monster and the young woman.

"You sure?" Billy asked. Rebecca didn't say anything. She focused the crosshairs between the zombie's blank eyes. She can do this. Hadn't she already done it already? _But they were people once…like Edward…_A lump raised in her throat. Billy shifted feet. The creature was only a few feet away. Its arms raised, ready to grab her—_BANG_

The creature's head snapped back, and its body slumped to the dirty white linoleum. Despite herself, Rebecca's hand shook as she replaced the weapon in its holster. She felt Billy's gaze on her back. Rebecca didn't acknowledge it. She didn't think she could. That blank expression when she finished that creature—that man. Had there even the slightest trace of him behind, locked up deep in there?

"I'm sorry," Billy muttered.

"For what," Rebecca asked, glancing over her shoulder. Billy's expression looked softer than she had ever seen in, and his eyes scanning her as though her body were about to collapse.

"For your teammate…Edward?"

Rebecca felt as though she had just been punched in the stomach. She willed her limbs not to tremble, but her burning eyes made it difficult.

"Listen…" Billy said. "It's not your fault. He knew what kind of job he was getting into—"

"I said I was fine!" Rebecca said, walking quickly over the corpse to the door past it. The last thing was to talk about Edward, especially with Coen. _He knew what he was getting into?_ Did he know that when he stepped into that helicopter that he would nearly be torn apart? Did he know that he'd die and raise back to try and eat his comrades? No, he didn't know what kind of job he was getting himself into. Her hands clenched into fists.

It wasn't fair.

She opened the door and walked into a narrow corridor. A loud humming echoed throughout the hall. A short flight of stairs descended to her left, while the hall ended in a window to her right. A door stood to the left of the window. The thought of going downward made her stomach tighten even more, so she walked quickly to the right and threw open the door.

Rebecca heard Billy call behind her, but she didn't care. She just had to keep moving. Now she stood in a dark storage room cluttered with broken furniture and covered items. Several portraits lined the wall opposite her, beneath windows with half-circle tops. A metal shelf stood to her left, cutting the room in half. The door banged against the wall behind her. A moan came from behind the shelf, and shuffling footsteps scraped across the floor. Before she could think about it, she aimed just as the zombie rounded the shelf, and fired. Rebecca jumped onto the ladder before she saw the creature fall.

"Rebecca, wait!" Billy called from the door.

Rebecca's arms burned, reaching up for the next ring as quickly as she could. She felt cool air brush against her face when she reached the top. Rebecca almost laughed. Fresh air. It seemed like ages since she last smelled the open air. She climbed onto the landing—a balcony which turned a corner a few feet ahead. Over the side ran a chasm so deep it was impossible to see the bottom. Even in open, she was still trapped.

"Rebecca!" Billy said, dull _clinks _echoing in the room below as he climbed the ladder. She took a few steps forward. Her mom was right. She should have never taken this job. She didn't know what she was getting herself into—Rebecca rounded the corner, and something large and white crashed into her. She flipped over, unable to stop—and then falling, reaching out for anything.

Billy's hand shot out and clutched her wrist painfully. Rebecca hung, legs dangling over nothing but dark woods. She wanted to scream, but it felt like a bubble rested in her throat.

"I got you," Billy said. Rebecca glanced up, finding Billy's wide blue eyeshadow he leaned over the side of the walkway. She reached up with her free hand and latched onto his. Billy heaved—something leaped onto his back. It reminded Rebecca of a baboon, with its hunched posture and large forearms. However, its fur and face were white, and its mouth protruded, showing large, pointed teeth beneath its cracked lips. Billy jerked to and fro—the handcuff attached to his right hand jingling- trying to throw the monkey off. Rebecca rocked back and forth with him, and a scream escaped her lips. The creature clung on, letting out a screech.

Billy flicked his right hand and caught the free handcuff. He brought his fist up. The metal handcuff connected with the monkey's head. It tumbled off and rolled off the side of the walkway. Rebecca took a sigh of relief, but it was short-lived as she felt her hand slip from Billy's. Billy wrapped his other hand around her wrist and pulled. Rebecca pressed her knees against the stone wall, to help climb up. Her heart raced. At any moment Billy's grip would slip again, or another monster would leap out at—Rebecca clamped her eyes shut, trying to force the thoughts out of her mind. Nevertheless, her body tensed.

After a few moments, she felt her body being heaved over the edge, and come to a rest the grainy walkway. Rebecca just lay there. She was alive. She was really alive. A tiny laugh escaped her mouth, but it quickly turned into a sob. Her eyes burned, hot tears trickling down her cheeks. Her body shook. This wasn't possible. None of this were possible. People don't raise from the dead. Leeches don't morph into men.

The more she thought about it, the harder her sobs became.

"Rebecca," Billy said, placing a hand on her shoulder. Rebecca couldn't stop. She didn't want to. She just wanted to lay there. Maybe if she lay long enough, she would just wake up. This couldn't be real. _Wake up, _she told herself. _Wake up, Goddamn it!_ But she remained there—trembling on the cold, hard stone.

Billy hoisted her up and wrapped his arms around her.

"It's okay," he cooed.

Rebecca pushed away, but it was so light that Billy didn't notice it. So, despite herself, she slumped into him.

"It's not fair," she muttered.

"I know it's not," Billy replied, rocking her to and fro.

"I…I wasn't prepared…"

"No one could be," Billy said, his voice soft. Rebecca buried her face into his chest. Billy's tank top stank of sweat and sewage, but she didn't care. Her hands gripped onto his arms. Who was going to be the one who told her mother she was dead? Rebecca remembered the last time an officer came to their house. Her mother nearly collapsed where she stood. _You're not your father, Becky_.

"I'm sorry," Rebecca muttered. "I'm so stupid…"

* * *

It took about ten minutes to calm down. Eventually, she wiped the remaining tears from her eyes and leaned away from Billy. Billy stared down at her, examining her tear-streaked face. Rebecca looked out into the night sky, her face reddening. Stars glimmered up above, more stars than she had ever seen in Raccoon.

Billy raised tentatively, as though expecting her to collapse again. When Rebecca remained upright, he stood.

"Thanks," Rebecca said, though her voice sounded monotone.

"No problem," Billy said.

"Why though?" she muttered, more to herself. Billy's eyebrow cocked.

"Why…?"

"You had all those times to kill me," Rebecca said. "You could have let me fall just now…would have made it easier for you to escape…"

"Murdering damsels in distress isn't my thing?"

Rebecca stared at him. He glanced off down the walkway, keeping his posture away from her longer than she thought he should. Billy's jaw tightened.

"But _why_?" She pressed on. After all, wasn't Billy Coen a psychotic murder? _But…he's not._

"Some of us…" He said, voice even. "Some of us get the short end of the stick. Anyway, you good to go?"

Rebecca nodded. She stood, bracing herself on the wall. Her limbs still trembled, but she forced them to stop. She won't die. She would survive this. Rebecca's fist clenched. Billy approached a door at the end of the walkway and Rebecca followed, feeling a little less alone than she had felt before.


	10. Chapter 8: Wesker's Failure

**Chapter Eight: Wesker's Failure**

"Damn it!" Birkin said, slamming the phone down for the fifth time in the past fifteen minutes. "Where could Vladimir be?!"

Wesker didn't answer but kept his fingers laced together and watched the screen. Birkin paced once more behind.

"Relax," Wesker said, not bothering to turn around.

"Relax?" Birkin replied, his blonde hair now frizzed and sticking up. "Relax?! You know what's in the Spencer Estate! What research is housed there? What if this…this man is after it. Umbrella would be finished in terms of bioengineering."

Wesker nearly snickered. Poor Birkin. Yes, he was bright, yet so limited. Empires rise and fall, and so do organizations. Once a people reached the zenith of their power, they lose control of that power. Like Icarus flying too close to the sun. It was the natural order of the world.

Birkin reached for the phone once again.

"Leave it," Wesker said. Birkin's hand froze inches from the receiver. "He'll call when he returns." Birkin's hand hovered over the phone for a few more seconds, before he finally sighed and returned to pacing.

"Do you really think you know who this…this man is?" Birkin said, gesturing toward the screen.

"A hunch really," Wesker said. Rarely were his hunches incorrect.

"Who is it then?"

"As I said, merely a hunch," Wesker said. "It's best to let these events to unfold to be certain."

Birkin grunted, and his footfalls grew heavier. The phone rang, and he nearly tripped over his own legs reaching for the 'speaker' button.

"Colonel Vladimir!" Birkin said, reminding Wesker too much of an excited schoolboy for his taste.

"No," another voice said—not the heavy, Russian accent that they anticipated. This voice was smooth and flowed out of the receiver. Wesker's brow furrowed, and his jaw tightened. If there were one person he rather talk to less than Sergei Vladimir, it was Stephen Atkins. Every time Wesker spotted him, dressed in his wrinkle-free suit with that smug expression as he held an Umbrella press conference, Wesker had an undeniable urge to knock his teeth out.

"What do _you_ want," Wesker said. "We wanted the Colonel."

"Yes, well," Atkins said. Wesker could practically see the man push the glasses up the bridge of his nose as he spoke. "The colonel is doing damage control, so he's currently busy."

"Damage control?" Birkin said, looking between the phone and Wesker.

"Of course," Atkins replied. "Since Mr. Wesker has failed to reclaim the Arklay Facilities in a timely fashion, Colonel Vladimir has been sent in." Wesker didn't reply, but his fingers tightened around each other.

"So, he's coming here?!" Birkin said.

"You didn't actually think that Mr. Spencer would want T.A.L.O.S. lying about when it's so close to completion, did you?" Atkins said, the faintest hint of a snicker lacing his words. "Mr. Spencer would also like this incident to remain as quiet as possible. Continue with your…_attempts_ of reestablishing the Arklay Facilities."

"Of course," Birkin said. "Speaking of which, Wesker said he might know who—"

"May be capable of testing the Virus's capabilities," Wesker said. Birkin's eyes darted toward him, mouth agape, but Wesker ignored him. "The S.T.A.R.S Alpha team are well equipped, and should be able to provide valuable combat data." Silence fell on the other end of the line. A faint _thumping_ came through the receiver, as though Atkins were drumming his fingers on a desk.

"I'll run the suggestion by the Colonel and Mr. Spencer," Atkins said. "You might yet be of some use, _Captain_ Wesker." With that, the line went dead. Birkin starred at the phone, Adam's apple raising as he swallowed.

"Why didn't you tell him about your hunch?!" He said.

"Unnecessary," Wesker said. Birkin shook his head and sighed. So, they were moving T.A.L.O.S. Wesker glanced over at his companion, who was drumming his fingers on the counter. Lines etched into his face. William realized it too. If Umbrella was removing projects and replacing them, it was only a matter of time…What happened to Dr. Marcus all those years ago came to the forefront of Wesker's mind. _And Spencer doesn't take _failure _lightly. _Yes, his and William's time was nearly up.


	11. Chapter 9: Cameras and Portraits

**Chapter Nine: Cameras and Portraits**

"There is a god," Billy said as he opened the door. Inside was a bar cluttered with bottles of liquor. Papers lay scattered on the brown carpet. Two small tables sat against the right wall, and a small piano in the back. Two windows overlooked the dark forest below.

Billy rushed over to one of the bottles and snatched it up.

"Wait!" Rebecca said. The nozzle of the bottle stopped inches from his lips. He glanced over his shoulder, rolling his eyes. "It might be contaminated."

"If you have to end up shooting me, shoot me," Billy said. "After tonight, I _need _this!" He arched his head back and took a large gulp.

"Don't say that," Rebecca said. Billy wiped his chin and turned. He bounced the bottle on his leg, hearing the liquor _slosh_ within.

"Sorry," He said. Rebecca nodded, and glad that he said nothing more on the subject. The thought of having to roam these corridors alone—she shivered. _I'm not alone though_, Rebecca told herself. The rest of the team were here after all. Nevertheless, there was something in her stomach that told her that they were all dead—_Just like Edward._

Rebecca pushed the thought back and walked over to the piano. She slid her fingers over the ivories. It had been forever since she had last played, but she remembered playing during high school concerts and competitions. It used to relax her all those years ago. Rebecca played the first thing that came to mind—the first few notes of _Twilight Zone _theme.

"Amen," Billy said, taking another drink. "You play piano, I take it."

"Yeah," Rebecca said. "Or I used to. Surprised I still can. I used to be a lot better…2nd place in the state competition. Even went to college for a semester to be a pianist."

"What happened?"

Rebecca shrugged.

"Couple of things," she said. "I realized halfway through the semester pianists wasn't a good way to make a living."

"And the other thing?"

Rebecca turned around. Billy leaned against the bar, the neck of the bottle dangling between his fingers. She expected to see that arrogant smirk across his face, but Billy's expression was more curious. Rebecca felt a lump in her throat. She coughed.

"Wasn't there another door in the hall?" She said.

"Yeah, there was," Billy said. Rebecca nodded, darting toward the door before he could bring up the subject again. She walked out into a dimly lit hall. The small chandelier dangled above, casting long shadows over the cracked, eggshell-colored walls. A door stood at the end of the corridor, but from what Rebecca and Billy could find, there were little more than a few workbenches and zombies beyond it. Which only left the door near the other end of the hall.

Billy walked so closely that she felt his breath on her neck. With each step, his make-shift sling of shotgun shells jingled. She glanced behind. One of Billy's hands held his shotgun while the other one still held onto the bottle.

"Was it necessary for you to bring that?" Rebecca asked.

"Yes, it was," Billy replied. "Doesn't a jailed guy get one bottle of booze?"

"That's a phone call."

"Huh," Billy said. "I gotta remember to thank that one officer then."

* * *

The two rounded the corridor's corner. A blue door with an engraved oval in the center stood at the end and another door to its right. Rebecca grabbed the doorknob and opened the door.

Metal shelves filled with film reels, cassette tapes, and binders lined the wall. There was a gap between the wall and the shelf to their left, turning into another room. Rebecca walked forward, while Billy took a right. She gazed up at the mountain of material before her. So much information—if only she had the time to review it all. Perhaps it would tell her what happened to this place, or about the illness. Though this whole night had been horrific, she could deny that this…_thing_ that raised people from the dead—it was fascinating. Just the metabolic processes that the body underwent during the transformation would be enough to shatter long-established theories. _But what would happen to the world if they knew?_ Rebecca's stomach lurched.

"Hey, Doll-face," Billy called. Rebecca turned and walked toward the opening toward the gap.

"How many times do I have to tell you," Rebecca said. "It's Officer Cha—"

Her mouth shut when she saw what Billy gazed up at—a wall of monitors showing several rooms of the building. She saw the entrance hall in the top right monitor, and then the kitchens in the center. A smile slid across her face. She glanced down at the console in front of her. After trying a few, she found the switch to change cameras. Rebecca searched every detail of the images—any sign of Richard or Forrest. Minutes passed, and her shoulders fell.

"No sign of them?" Billy said. Rebecca shook her head, lowering her gaze. "I'm sure they're alright. Maybe there's another mansion out there in the forest somewhere."

"Sure," Rebecca mumbled. How many mansions could be out in the middle of a forest?

"Hey," Billy said, resting a hand on her shoulder. "It's—"He glanced up toward the back of the room, and his eyes widened. Billy grabbed Rebecca and shoved her to the floor. Rebecca gasped. Her grip tightened on her Berretta. The gun jumped as it fired. Sparks flew behind Billy as something smashed the console where they had stood seconds before.

"What—" Rebecca said. The shiny, bubbling mass that his the console retracted toward the other end of the room. It connected to another form, which grew taller. In only a few seconds, the creature took a humanoid shape.

Rebecca pushed Billy off her, raised her handgun, and fired at the leach man. The creature didn't even stagger. A thousand tiny, shrill screams came from it as it swung back its arm. Rebecca and Billy pushed themselves in opposite directions just as the arm slammed into the ground. It hit with thick _splosh. _Rebecca's eyes widened as she saw several tiny mouths open on the arm, each filled with rows of pointed teeth.

Billy grabbed the bottle of liquor, ripped off the hem of his torn shirt, and shoved the fabric into the bottle's nozzle. The leech man yanked his body back, its arm snapping back into place. Billy reached into his pocket. He smirked as he touched the cool metal inside. Shrieks filled the room. The creature took a staggering step forward. Billy flicked open his lighter, lit the cloth, and threw the bottle.

It hit the creature in the chest, shattering. Flame wrapped its body upon impact. The leach man flailed. Leeches popped off it, and thousands of shrieks turned into screams. Rebecca and Billy stayed down, watching its arms flail. Finally, the creature slumped down and didn't move. The two stared at it for several seconds, its body popping, before slowly rising.

"You don't think…" Rebecca said. "That it was…that we've been watched the whole time…"

Billy's jaw tightened. He had been thinking the same.

* * *

Rebecca and Billy returned to the entrance hall to think out their next route. Neither talked on their way back. Rebecca's eyes darted toward corners, looking for any cameras. Each time she spotted one, a chill ran through her back. Someone could be watching them—whether it be a leech man or…_that man on the cliff_.

"Well, what next," Billy said as they exited into the second floor of the hall. Rebecca shook her head.

"Sorry?" She said.

"Focus there, Doll-face," Billy said. "Sorry…I mean _officer_. What do we do now?"

Rebecca took a seat on one of the steps. There was no sign of her teammates. Some part of her wished that she would at least find them dead—at least she would know.

"We've seen that no one is here," Rebecca said. "I don't—"

_Thump_.

Rebecca glanced up. Nothing moved. She stared at the foyer and strained her ears.

_Thump._

Marcus's portrait shook. Rebecca stood and drew her gun. Billy moved beside her, gun poised at the picture. Moments passed, yet the room remained still. Rebecca's muscles twitched as she held her weapon aloft.

_Thump._

She aimed the handgun toward the portrait, aligning the crosshairs between Marcus's gray eyes. Something ripped through the center of the picture and tumbled down the stairs to the ground floor. The creature looked like a white baboon, with pointed teeth that protruded from its gums. Red muscle ripped through its the flesh. It shook its self from its daze—Rebecca and Billy opened fire. The combined firepower lifted the baboon off its feet. It landed hard a few feet away, thrashing about and arching its back. Its screams pierced Rebecca's ears, and she glanced at the opening in the picture in case anything else emerged. After a second or two, the creature's screaming stopped and it lay motionless.

Billy descended the stairwell toward the ruined portrait, while Rebecca's eyes remained on the slain beast. She edged down toward it—having a deep urge to examine it. As much as it terrified her, there was something that made her heart skip. This was a creature that the world had never seen before…

"I'll be damned," Billy said, peering within the hole. Rebecca nudged the creature's foot. It didn't move. She kneeled down, scanning it. "There's a staircase behind here. There's a whole 'nother—what the hell are you doing?!"

Billy leaped down the stairs nearly two at a time. He grabbed Rebecca's arm, but she pulled back.

"It's fine," she said. "It's dead."

"That's what you'll be if it's just playing possum."

"I said I'm fine, and it's dead. I just wanted to examine it. I won't have another chance like this."

"You're playing with fire, Doll-face, that's what you're doing."

Rebecca grunted. She hated to admit that he was right. After all, wasn't it monsters like this that had wiped out her team—not to mention a train and mansion full of people? She stood, giving the creature one last glance over. _Don't forget the mission_.

"Alright," Rebecca said. "Maybe Richard is down there. I didn't see that area on the mentors."

"Right," Billy said. He took a couple of steps backward toward the door but kept an eye on her.


	12. Chapter 10: Remembrance

**Chapter Ten: Remembrance**

Rebecca's boots echoed with each step down the stairwell. The gray walls stood only a couple of inches on either side. Florescent lights flickered on the landing below. A faint smell of mildew and copper attacked her nose, and she had to stop herself from gagging. Billy descended a step behind, the jingling of his handcuffs adding to the noise. Hairs on Rebecca's arms rose as the temperature fell.

Concrete continued to surround them as they walked down the corridor. A metal door stood at the end of the hall, and around the corridor's corner stood another. Opposed to the other metal door, this one had a rounded top and made of dark wood with iron rivets. Rebecca looked between the two.

"Maybe we should split up," she said. "Cover more ground then."

"That is the dumbest thing you have said this evening," Billy said. Rebecca spun around. He looked down at her with that condescending look—the one they always gave her. The one that mom gave her when Rebecca said she was joining the police. "I think we've already established that you can't be left alone for long."

Rebecca's face flared a bright shade of red. Her lips tightened, and her fists balled at her side. Couldn't take care of herself? Who was he to talk? A convict on the run.

"Fuck you," she muttered and stomped off toward the wooden door. Billy sighed as he watched her fling open the door and slam it behind her. _Kids_, Billy thought. He took a few steps toward the door but stopped. He had gotten soft. It couldn't have been that easy to forget his purpose. Yet, here he was, trying to help her find her fellows to arrest him.

"Man, you're dumb," Billy muttered.

Screw it. Let her go on her little ego trip. Let her get killed. It would make things a lot easier for him anyway. He grabbed the cold, metal handle and pushed in.

* * *

Rebecca entered a dark little room, though she didn't take much notice. All she could do was pace back and forth. Billy's words echoed in her head. True, she hadn't been the best combatant that night but that doesn't mean that she wasn't learning.

She needed to learn faster though. Rebecca stopped in midstride, suddenly feeling more tired than she had all night. Her muscles ached. Rebecca pulled the foldable chair at the small desk off to the side and dropped into it. A stench rose up around her, and it took a moment for her to realize that it was her pants—stained with sewage. _What I wouldn't kill for a bath_, she thought.

Rebecca sighed, scanning the room around her. It wasn't very large. The only pieces of furniture were the table she sat at and a heater beside the door. Another door stood next to her, with a barred window to its right. A little black diary sat at the corner of the desk. Rebecca picked it up and flipped through it. The pages were filled with nothing other than moments for a man's life in neat, tiny handwriting—going home for a holiday, seeing the family, the long nights at work. But when she got to the last page, Rebecca stopped. The handwriting became uneven and slanted. She turned back and read the entry:

What is that Director Marcus is researching all the time? And what's with his weird interest in leeches?

Interest? ... Seems more like love at times... Rumor has it that there's something dangerous about those leeches.

It is true that when Dennis just touched one he got ill with a fever.

Again today... there were those horrible moans. Beyond that door.  
"Let sleeping dogs..."  
No way I'll go near them.  
Even if the director tells me. I no want to end up like Dennis.  
That poor bastard.

Scratching and scratching. Makes me itch just watching him.

Must maybe go  
IF can but hwo

Dennis gone. I go

Hungry...

Help

Mom.

Rebecca's stomach churned. She didn't know what she expected when she thought of those zombie-things turning, but it wasn't this. In the movies, they always died before they turned. This…this was something that made her shutter. Rebecca threw the journal back onto the table. _Focus, Rebecca_, she thought.

She took deep, steady breaths, and tightened her fist to stop it from shaking. After a second, they stopped. Rebecca turned to the other door in the room and walked toward it. She wished Billy was here. He might be an ass sometimes, but he…_stop that_. Billy Coen was a murderer. He had killed all of those people. Yet, one thing kept nagging her—the one thing that nagged her all night. Why didn't he hurt her? In fact, all he'd done that evening was protect her.

Rebecca grunted. She pushed through the door, immediately having to cover her nose from the putrid smell. It was the sick smell of decay and blood she had smelled all night, but amplified. Yellow light lit the rusty stone walls. Steel chairs with spikes in the seat and back lines the wall to her right, while to her left was an Iron Maiden—open and revealing the spikes within, each stained dark with dried blood.

Rebecca held her hand over her mouth. She took a step back—the floor crumbled beneath her and she fell. Rebecca reached up, trying to grab the floor opening. The stone's ragged bricks scraped against her gloved hand, but she found nothing to hold onto.

* * *

Billy just stepped out of his room when heard something down the corridor. The first thing that he thought of was that stupid girl. Running off by herself. Whatever happened to her, she deserved. Still, Billy stood in the hall, making sure he actually heard something.

"Rebecca?" He called, taking a step toward the door she had gone through. Silence filled the corridor. He took another step toward the door.

"BILLY!" Rebecca cried said, far off and muffled. Billy grunted, but ran toward the other door and threw it open. He entered a small, dark room. The only light came from a small desk lamp on the desk opposite the door. Billy ran through the other door and froze when walked into the torture chamber.

"What the hell…" He muttered. His nose wrinkled at the smell of dried blood and the sick sweetness of mildew.

"Billy, oh my god!" Rebecca said.

Rebecca hung from a twisted support beam just beneath a hole in the floor, two feet in diameter. Billy placed his shotgun aside as he fell to his knees.

"What are you doing down there!"

"BILLY! HELP ME UP!'

Billy reached down, grabbed the girl's wrist, and hoist her up. She fell over beside him, her body shaking. Billy ran his eyes over her body, looking for any wound or tear in her uniform.

"Fuck…" Rebecca said, her voice breaking. "_Fuck!_"

Billy raised a hand and let it hover over her for a few moments, before patting Rebecca's shoulder. Her body convulsed, and she curled up. _Poor girl, _he thought. Billy glanced away. No matter how tough she acted, she was still a girl. _And you were seriously thinking about leaving her, you stack of shit._

"I can't do this," Rebecca whispered through sobs. Billy remained quiet, only patting her shoulder. It reminded him of when his mother used to do it to him, and that she was gone. What she would think of him now, Billy wondered. Would she be proud or ashamed of what he had done? He tried to push the thought away, but it hovered in the back of his mind.

"It's been a rough night for us all kid…Rebecca," he said.

It took a few minutes for her shaking to stop. Finally, she sat back up, eyes glassy as though waking up.

"She was right," Rebecca said. "I'm nothing like Dad…he was a cop, you know."

Billy sat, waiting for her to say more. When she didn't, he asked, "What happened to him?"

"He died…gunned down my thugs he was perusing. The report said that he just pulled them over for speeding, and as soon as they rolled down the window, they shot him. They didn't even give him a chance to defend himself. Shot him point blank…its hell, being a kid…waiting for a parent to come home who never will. I wanted to make him proud—honor his memory. My mom was dead against it. Guess she was right after all…I'm not as strong as he was…"

"Not completely your fault though," Billy said. "You caught a wanted perp on your first run out." He held up his handcuffed hand.

Rebecca hiccupped as she gave a little laugh. Billy gave a sideways grin.

"Besides, I don't think many people could have survived ten minutes in all of this," Billy said. Rebecca's jaw tightened. _Dumb ass_, Billy thought of himself. He should slap himself across the back of his head. "What's this place for, you think?" Billy asked, gesturing toward the torture chamber. Rebecca shrugged.

"I dunno," Rebecca said. "Maybe to test subjects…or get information out of people."

She glanced down, her face livid. Billy glanced at the iron maiden. Burgundy coated their spikes, and he thought he saw a dried piece of flesh hanging from the end of one. Billy felt his stomach churning.

"Come on, let's get outta here, huh?"

Rebecca nodded. He stood and turned to give her a hand to find that she was already standing. Her eyes looked forward, still glassy but somehow more focused. _You're tough as nails, doll-face_, Billy thought as they left the room.


	13. Chapter 11: The Last Farewell

**Chapter Eleven: The Last Farewell**

"It just doesn't make sense," Birkin said. He and Wesker entered the cavernous main entrance of the laboratory. Their footsteps echoed off the cold, gray concrete of the walls and floor. They passed the massive cargo lift and turned down another passage ending in the two metal doors to the lift. Birkin stared at his clipboard, flipping through its pages and scratching his blonde head. "Do you honestly think that _this_ could be the identity of that crazy young man? Dr. Marcus didn't even have children, let alone grandchildren. It's all impossible. But, if somehow it is true—if he knows the old conspiracy—then Umbrella will be finished!"

"Indeed," Wesker said, keeping stride with William. "_If_ the old conspiracy against Dr. Marcus is revealed, then Spencer's career will be over…not to mention ours as well." William's scratching grew more feverishly. Wesker saw Birkin's jaw clinch out of the corner of his glasses.

"No," Birkin said. "Not now, when I'm so close…"

So, this was how it would end. Everything was so neatly set out before him, all Wesker had to do was keep to his plan. True, this little coup was unexpected, but it did make everything infinitely easier. The two reached the lift's doors, and Wesker pressed the call button.

"So," Wesker said to himself, a smirk crawling across his face. "The time has come at last."

"What are you going to do?" William asked.

"My time with Umbrella is nearing its end," Wesker said. "After all, the biological weapon utilizing the Virus is near completed. Our only required task is to acquire combat data."

"You can't be serious!" Birkin said. "I refuse to leave my work. I just need a little more time to finish G…It will make the T-virus look like nothing more than the flu—"

The lift reached the landing with a screeching sound that made both Wesker and Birkin glance over. Wesker sighed. It would have been quite beneficial to have Birkin on his side. He was, after all, brilliant in his field. Though the more Wesker thought on it, this was for the best.

"Do as you wish," Wesker said as the lift doors opened. "I will do what I must, and I'm sure you will do the same."

Birkin nodded and extended a hand. Wesker eyed it for a moment before he grasped it and shook it.

"I won't be staying long," Birkin said. Wesker stepped inside the lift and entered the button for the ground floor. "Only enough to gather research. Then I suppose I will do what I have to—use the self-destruct. With any luck, it will get that mad man as well."

With that, the lift doors closed.


	14. Chapter 12: The Leeches' Master

**Chapter Twelve: The Leeches' Master**

Rebecca's boots clanked against the metal walkway.

"Woah," Billy said beside her, looking up at the massive telescope that hung from the dome ceiling. "I wonder if you can see Uran—"

"Don't," Rebecca said, glaring at Billy out of the corner of her eye. Billy just shrugged and swatted his hand at her—making his handcuffs jingle.

"Just trying to lighten the mood," he said, walking around the platform. Another set of double doors stood at the other end. Rebecca glanced over the edge of the railing. Another, circular grate platform lay a few feet down. Large machines lined the wall below. A console stood right beneath the eyepiece of the telescope.

_CLANK._

Rebecca glanced up. Billy giggled the handle on the opposite doors a few times. When they didn't budge, he turned and shrugged. Rebecca sighed. Of course, it would be locked. When had anything been easy that night? _Hey kid_, she could practically hear her Dad say. _No negativity. Find a solution._

"Yeah, Dad," she muttered, smiling a little. Rebecca walked around the railing to the ladder, which led to the lower level. She dropped down, boots clanking against the metal grating. Beneath it, she could just make out the black glisten of water below. Rebecca glanced over the console. Flashing buttons and dials dotted its surface. Just looking at it almost gave her a headache.

"Need help there, Dollface?" Billy called from the walkway above. Rebecca waved her hand, trying to focus. Tiny labels dotted the controls—_Water tank flow, Lens focus, pump. _Rebecca's eyes darted from one button to the next until she found one that sounded promising. _To R. Facility. _She pressed it.

The building shuddered. Rebecca clutched the control panel, while Billy nearly fell off the walkway before he grabbed the railing. Water raised from below the grating. Rebecca ran toward the ladder while trying to keep herself upright. _The place is flooding!_ was the only thing she could think. She grabbed the ladder and pulled herself up. Suddenly, the building returned to normal. It was as though nothing had changed, except for the water line pressed against the grate floor. There was a loud _click_.

Rebecca latched onto the ladder, eyes closed and breathing heavy. Her heart wouldn't stop pounding. The only sound was the gentle sloshing of water below.

"Well," Billy said from above. "You broke it!"

"Just…check the door," Rebecca said. She forced a shaking limb through a rung. Billy's footfalls echoed throughout the room. Just as Rebecca pulled herself onto the walkway. Billy threw open the door. The scent of rain trickled into the room accompanied by a light gust.

"I'll be damned," Billy said, glancing over his shoulder. "Good job there, kid."

Rebecca gave a forced smile. Deep down, though, she appreciated the compliment.

* * *

Rebecca instinctively ducked when she spotted a bat fly past. She glanced around, expecting it to dart back. Yet its little black body rose up over the observatory behind and into the night. Rebecca waited for Billy to make a remark, though he hadn't been paying attention. Instead, he stared at what lay in front of them.

On the edge of the opposite cliff towered a gray church. Its roof slopped on either side, except for where a belfry stood in the middle. A light flickered in the lower windows.

"Do you think someone might be in there?" Rebecca said over her shoulder. Billy's jaw tightened, but he nodded.

Finally! Another person! Maybe it was even Richard or someone else from her team. Her eyes darted to Billy again. He remained by her side, grip tightened on his shotgun. Would he put up a fight if it came to it?

"Don't worry," Billy said in a low voice. "I've had a good run. If we meet your friends, I won't fight back."

Rebecca sighed in relief. Still, it didn't get rid of the knot in her stomach. _Don't be stupid_, she thought. _He's a criminal…_The thought didn't sit right. Rebecca pushed it aside.

A bridge made of gray stone connected the observatory to the church. Water filled the gorge below, reflecting the cloudy sky. Lightning flickered across the sky. Lamps stood on either side of the bridge, flickering slightly at the brief gusts of wind. As they walked across, Rebecca couldn't shake her thoughts.

_Just tell him to run_, Rebecca kept telling herself, but she automatically dismissed the subject. How could she? She was an officer of the law. The fact was that Billy was a wanted man. He _killed _people.

They reached the front doors. Rebecca reached from the front door. She felt Billy's tenseness from behind her. All she had to do was tell him to run. Go in by herself. Tell everyone that she lost him. _No!_ Rebecca thought._ You're an officer! _She took a deep breath and pushed open the church's doors.

Darkness nearly consumed the cavernous congregation hall. The only source of light came from lit candles scattered throughout the room. Pews lined the aisle, though so tightly packed together that it would be nearly impossible to sit in one. Everything looked grand—the white stone walls, the pillars lining them, and the domed roof. An altar stood opposite of them, with a faded picture of Mary holding Jesus hung before the dais.

A figure stood before the altar but turned upon their entrance.

It was a young man—a young man that Rebecca knew that she had seen before. His white cloak whipped around his body. Strands of long, black hair fell down, but he didn't move it. Rebecca gasped. She suddenly remembered who this young man was.

It was the young man she saw on the cliff.

"You," was all she could say. The young man lifted his head. Shadows lengthened over his gaunt face.

"You know this guy?" Billy asked, but Rebecca hadn't heard him.

"So," the young man said, spreading his arms wide. "You've made it this far. Clearly, you're not as inexperienced as I first believed."

Rebecca couldn't keep staring at his face. She knew him—not just from the cliff. There was something else familiar, but she couldn't put her finger on it…

"Who are you," she asked. The young man grinned, as though expecting the question.

"We are all that is left," he said, his voice smooth and precise. "The legacy of the great Dr. James Marcus." Something shiny crawled out of his sleeve onto the back of his hand. Rebecca squinted but widened when she realized it was one of those bloated leeches. She raised her gun an inch. The young man focused on the creature—expression passive. The leech reared up. Slime dripped from its slick body and onto his hand.

"You control them," Rebecca said in disbelief. "You caused all of this."

"They are my children," the young man replied. "Our power has greatly diminished since you murdered hundreds on the train, but we are exceedingly resilient." Rebecca's brow furrowed. Murdered? She tried to remember back to the train. He couldn't mean those zombies—she glanced at the leech on his hand. _No, he means those things! _"And yes, I am the catalyst. However, the real culprit behind all of this is Umbrella."

The young man took a step toward them. Rebecca raised her gun, and Billy did the same beside her.

"You are under arrest," Rebecca said. The young man continued toward them. "Anything you say can be held against—"

"Are you seriously reading this guy his Maranda rights?!" Billy said.

Rebecca opened her mouth to retort when the young man stood before her. In a swift gesture, he pushed her aside. Rebecca's hip erupted in pain as it hit the pew edge hard. Billy brought the barrel of his shotgun around. The young man grabbed it and redirected the barrel as easily as if it were held by a child. A _bang _echoed throughout the hall as it went off. The young man grabbed Billy's neck and hoist him up. Billy struggled, feet inches above the ground. The young man cocked his head. His eyes looked like silts beneath his bangs.  
"I'm insulted," he said beneath his breath. "Umbrella sends a rookie cop and an escaped prisoner…No…now is not the time for a fight. We aren't strong enough yet." He said the last part as if he were talking to another person. The young man flung Billy to the right. Billy yelled, crashing into the pew's seat. Rebecca glanced over. He coughed—wind knocked out of him—but seemed otherwise alright. "Soon," the young man said, walking toward the door. "Very soon."

"Wait," Rebecca said, but the door already closed behind him.


	15. Chapter 13: The Fall

**Chapter Thirteen: The Fall**

"You okay?" Rebecca asked.

Billy groaned but pulled himself from up from the pew. Rebecca limped over, clutching her hip. Dull pain radiated through it. Billy glanced over his shoulder.

"You gotta be kidding me," he said. Shotgun shells had flown out of his made-shift bag and spread out on the pew behind him. Billy turned and picked up the bag. A large hole was ripped in the bottom of it. "Damn it," he muttered, scooping up as many shells as he could and shoving them into his pocket. "Who the hell was that guy?"

"I don't know," Rebecca said. Seeing Bill scrape together flung bullets reminded her of her own weapon. She spotted it a few feet away in one of the pews. "He was by the train though…before it started."

"Do you think what he said was true?" Billy asked. "That he was controlling those leech-things? Is that even possible." Rebecca didn't answer as she picked up her Beretta. That couldn't be possible. Yet, that young man had been there when she saw the first leech man—not to mention one of those things crawled up his arm like a pet…

It went against almost every principle of science. _As if zombies, leech men, and killer apes didn't_. Rebecca could have laughed at the thought.

"I don't know," she repeated. The only answer she should give.

* * *

By the time they exited the church, lightening stopped rippling across the sky, but the wind had strengthened. Billy took the lead as they followed the path around the building. For once, Rebecca felt relieved he did so. Though, seeing the red mark on Billy's neck sent a shock through her.

"Oh!" She said, grabbing his arm and standing on her tiptoes to get a better look.

"What?" Billy said. His head turned to and fro, looking for some new threat.

"Bend down will you," Rebecca said. "I need to have a look at your neck."

"It's fine," he said, but leaned over. Rebecca took the flashlight out of her pack. Billy squinted as she lit it.

"It probably is," she said. "But he had a leech on his arm. Better be safe and make sure it didn't bite you." The skin of Billy's neck was pink with gray hues of rising bruises. Other than that, no other wounds.

"What's the verdict, Doc?" Billy asked.

"Everything seems okay," Rebecca said, clicking the flashlight off and returning it to her pack.

"I mean, if you're looking for a bite then by all means…"

"I'd sooner hit you then give you a hickey," Rebecca said, giving him a light slap on the arm. A grin spread across her face. She coughed and forced the smile down. "Just have someone look at that when you get the chance."

Billy let out a laugh that made her jump.

"Yeah, right," he said. "I can just see a doctor looking at my neck right before my execution."

"Oh, "Rebecca said. Her face felt warm. She lowered her head. "Yeah."

The two didn't talk as they walked down the rest of the stone path. Part of Rebecca wanted to slap herself. _Way to be sensitive, _she thought.

They eventually came to a gate, blocking them off to a narrow strip of walled-off yard. Rebecca peered through the weathered metal. She shoved to gate's door. It gave a firm _clank_ but refused to move.

"I don't see anything," she said over her shoulder. Billy pressed a button on the side of the church. Two doors opened to a small elevator. Elegant green and white tile adorned the floor within. Decorative iron bars ran up the walls, creating elegant swirls in its design. "Hey! Nice—" Billy walked in as if she hadn't said anything.

"Billy?" She said, stepping inside with him. His face looked hard—not the snarky expression that Rebecca had seen all night. He pushed the elevator's button as soon as she entered. "Are you alright?"

"I'm fine," Billy said. The doors slid shut. The elevator gave a brief shudder before descending.

* * *

_What are you doing, Coen_?

Billy tried to keep his eyes focused on the elevator's doors, but he kept glancing at Rebecca out of his puerperal vision. He knew that she was doing the same. The handle of the shotgun slipped in his sweaty palm. He switched the gun into his other hand, wiping the sweaty one on his jeans.

She was getting too close. God, how could he have been so stupid? He thought of them joking not even ten minutes he really forgot who this little girl was? She was leading him to his death. '_I've had a good run.' _The memory of the sentence made him want to flinch. He could have died, just because he was trying to be _noble. _

Again, Billy glanced over at Rebecca. Her face seemed tight, as though she were worried about something. _Worried about me_. Billy's stomach churned. He could knock her out—right there in the elevator. Then, when the doors opened, he could run for it. Sounds of gunfire and screams echoed in the back of Billy's head—no, he wouldn't do that.

The doors slid open, making him jump.

"Are you sure everything is alright, Billy?" Rebecca asked. Billy couldn't bring himself to look into those wide, green eyes. So, he just kept his focus forward.

"Yeah," he said. His voice came out stiffer than he met it to be. Billy stepped out into the musty corridor. Dust hung in the dimly lit hall. Stone pillars lined the white walls. The corridor turned twice—once at the end of the hall, and to the right of the elevator. Ruble blocked the corridor beside the elevator, making it impenetrable.

Three other doors lead off from the hall. The first was to a library, though the only interesting things they found were a hole the size of a desk in the ceiling and a lumbering zombie. The next door was gray and rusted, but the third caught Rebecca's eye first. It was a gilded, green door with the profile of the Marcus-guy on it.

"Hey," Billy said. Rebecca turned back toward him. "Why don't you check out that room, I'll check out this one? We'd be able to cover more ground that way."

"Do you think that would be the best idea…?" Rebecca asked. Billy sighed.

"We've both proven ourselves capable," Billy said. "Besides, we have these," he patted the walkie-talkie clipped to his belt loop. "If either one of us run into trouble, the other can come running."

Rebecca took a deep breath, and her eyes kept flickering toward him. Billy could see her anticipation as if it were a visible aura. Finally, Rebecca nodded.

"Yeah," she said. "Of course. You're right. If you find _anything_, radio in, okay."

"Yeah," Billy said. He gave her a quick grin—one that he hoped masked how he felt. Then he turned back to the metal door and turned the handle.

* * *

Rebecca watched Billy disappear through the threshold. Just as the door slammed shut, she wondered if she should follow. She took a step forward but stopped. Billy was fine. Their run-in with that young man probably just shook him, is all. _He'll be fine_, she thought. Rebecca turned back toward the ordinate door. She twisted the handle and walked in.

An untidy office lay on the other side. Objects and papers laid scattered, as though someone had been searching for something frantically. Some foul smell lingered in the room, making Rebecca crinkle her nose. A massive fish take stood to Rebecca's right. Dead, rotting fish floated to the top. Their skin looked black and bloated, with pieces of bone sticking out of them.

Cabinets lined the wall across from her, and their contents didn't do much to settle her stomach. Yellowing skulls and femurs lined the wooden shelves, and the top half of a skeleton rested on a set of drawers. Rebecca was used to seeing human remains. After all, going through University, she had to inspect human and animal remains regularly. But this—so delicately displayed, like trophies.

The only light source came from a lamp on a massive oak table. Amit the disheveled paperweights and strewn documents lay an open, leather-bound journal. Rebecca edged around the desk and picked it up. The pages felt heavy—almost like parchment. She read the elegant cursive writing:

December 4th

We finally did it... the new virus! We have called it the Progenitor. I want to carry it back and start detailed investigations immediately.

March 23rd

Spencer says he's going to start a company. Well, I don't care, as long as I can continue my research into Progenitor. He can do what he likes.

August 19th

Spencer keeps asking me to be the director of his new training facility. Maybe it's because of the business, but he's becoming intolerably pushy. But, maybe I can turn this to my advantage. I need a special facility to properly explore all this Virus' secrets.

A place where no one will get in the way...

November 30th

Damn that Spencer... He came to complain to me again today. He thinks of "Progenitor" as nothing more than a money-spinning tool. Fool! But if his influence continues to grow, it can only be bad for my research. If I'm to properly develop "Progenitor", I must strengthen my own position too.

September 19th

At last...I've discovered a way to build a new virus type with "Progenitor" as a base. Mixing it with leech DNA was the breakthrough I needed...

I call this new virus t, for "tyrant".

Rebecca's eyes skimmed across the page so quickly that she had to reread. Everything was starting to make sense—maybe in a weird, horror-movie way, but still. Finally, answers about this disease. This virus! She flipped through the pages, searching for more information. There were only a few more entries. The last quarter of the diary was empty.

January 13th

At last, they are ready. My wonderful leeches! Those of low intelligence, they will never have the privilege of tasting this sense of joy and satisfaction! Now, finally, I can move against Spencer. Soon I will control everything...

January 31st

The devices I set to protect my work have been disturbed. It appears someone came looking for "t" and the leeches. Fool.

No doubt the work of Spencer's group.

February 11th

Today, I again found evidence of tampering around the entrance to the labs. If that's what they're after, I must find a suitable way to deal with them. Perhaps I should have William and Albert smoke out the pests... Those two are the only ones I trust. Apart from my beloved leeches, of course.

But Spencer... it wouldn't end there, would it?

I will announce "t" at the next directors meeting and collect my just rewards...

Something fell from the journal's pages and fluttered to the desk. Rebecca placed the book aside. It was a photo, face-down. _To James, to commemorate your graduation, 1939_, was written in untidy scrawl. She picked it up and flipped it over—Rebecca gasped.

The young man stared back at her through the faded photo. Instead of his long white robe, he wore a black graduation gown and cap. His face looked hard and his eyes cold—the same expression she had seen in the portrait of an older James Marcus. Rebecca kept staring in disbelief. Young Marcus and the young man were exactly alike—everything from their long, black hair to those cold gray eyes. But this wasn't that man…it couldn't be. Rebecca flipped the photo again. _1939._

"He must be Marcus's son…" she muttered in disbelief. "Or his grandson."

* * *

Billy couldn't believe his luck. He stepped into the cavernous room, steps _clanging _against the metal floor. Yet the room stretched on for miles, and the floor only covered a small portion. A rail hung frown from the ceiling. Billy realized it wasn't a room-it was a cable car station. He rushed to the controls, glancing over the buttons.

Something echoed down the track—like a low screech. Billy tensed. His grip tightened on his shotgun as he stared out into the darkness. Everything was quiet again. After a minute, Billy returned his gaze to the control panel. He glimpsed over the buttons, yet his mind wasn't comprehending the labels.

_Focus_, he told himself. Still, the thought of abandoning Rebecca tugged at his conscious. She was so young…but she was still a cop.

Billy found a large red button labeled 'call'. He pressed it. The air shook as a _humming_ filled the chamber, and the sound of creaking coming from the car on the other side.

She'd be fine. Rebecca has proven herself capable. She would be able to find her team members and get out of here. He, meanwhile, would be long gone before they even got back to Raccoon. _It's better this way_, Billy thought. A pang throbbed in his chest.

"Stop it," he said. _Don't you remember the last time you trusted anyone?_ His lips pressed together into a tight line.

The outline of the cable car emerged from the darkness. He watched as it crept into the light. Billy drummed his fingers against the console. Why did these things always take so long? The air shook with the sound of it inching down its track. The car pulled into the station—

The door behind him opened. Billy's stomach twisted. He turned, shotgun poised.

Rebecca walked in. Her head tilted, mouth agape, as she took in the tunnel. Though, when her eyes fell on Billy and saw how tense he was, her mouth shut.

"Billy?" she said.

Billy glanced to his right. The car shuddered to a halt, and the doors opened. He could just play it off—say that he found everything and was going to call her. But then sounds of gunfire and shouts filled his head. Betrayal. No matter what she said, no matter his feelings for her, it didn't change what this girl was—his death.

Rebecca's eyes widened and she took a step back. Billy didn't understand why until he looked down. His shotgun's barrel aimed right at her, unconsciously.

"What are you doing, Billy?" She asked. He could hear the quiver in his voice.

"I…" he said. "I'm sorry."

"Put down the gun," Rebecca said, raising her hands.

"I can't do this," he said, almost to himself. "I'm getting on this car. Don't come looking for me."

Billy had to look down. He couldn't face Rebecca, with that look in her eyes. Of hurt. Of betrayal.

"Billy," she said. "Listen to me. Don't do this. This isn't—"

Something white jumped off the top of the cable care with a deafening cry. Billy saw it only in time for the creature to latch onto him. He dropped the shotgun while he fought against the mass of teeth and claws. Billy heard Rebecca scream his name, but it all seemed far away. The only thing that he could focus on was the smell of rotten meat and the rows of sharp yellowish teeth inches from his face. He staggered back. Billy hit the railing. The creature leaned in, making Billy's foot slip. He tumbled over the edge, sending the creature and himself into darkness.


	16. Chapter 14: The Survivor

**Chapter Fourteen: The Survivor**

Rebecca leaned over the railing, staring in the dark chasm. All she could do was call Billy's name. Her voice bounced off the tunnel's walls, making his name ring over and over again. He was probably—_No!_ Rebecca clamped her eyes shut, refusing to finish the thought. Billy was alive.

She pushed herself up. Silence pushed in around her. It seemed complete and absolute. Rebecca was all alone. Part of her wanted to crumble to the ground. Part of her wanted to break into tears. All of this was insane. It was all a bad dream. At least, Billy had been there before to ground her in reality. She swayed in place, too weak to walk forward yet too afraid to crumple.

_Don't you dare give up_, she told herself, even though every inch of her wanted to. _Don't you dare take the easy way out, Rebecca Chambers._ For a moment, Rebecca couldn't help but grin. So, she had turned into her father after all. She closed her eyes and took a deep breath. When she opened them, her heart still fluttered, but her head felt clearer. The cable car's doors remained wide open, and she walked onto the car.

* * *

The cable car swung lightly on its track as it inched toward the other side. Rebecca sat in one of the seats, staring out the window. Billy had stood there, shotgun aimed right at her chest. He could have pulled the trigger. Ended her life right there and ran. Why didn't he? After killing all those people…

Rebecca grunted, running her fingers through her brown hair. She knew she should feel angry at him betraying her—but she couldn't. Rebecca remembered his comment earlier- _I can just see a doctor looking at my neck right before my execution._

The car shuttered to a halt, shaking her out of her thoughts. It swung lightly for a few moments before the doors slid open. Whether or not Billy was a murder, or whether he just threatened her out of desperation or malice—none of that mattered. What mattered was moving forward. _Be strong like Billy. Like Dad_. Rebecca stood and walked out onto the station.

* * *

Rebecca felt tense—more tense than usual—as she ascended the stairwell. Now, every footstep _clanked_ too loudly, and even a drop of water sounded like a cascade. More than once she stopped at the sound of moaning. Her hand grabbed the Beretta in her hip holster before she realized that it was just the wind howling through the passage. A metal door stood at the top of the landing. Rebecca grabbed the handle, flecks of rust clung to her glove. She stood there for a moment, straining to hear anything on the other side, before prying the door open. It made a _shrieking_ noise that made the hairs on Rebecca's arms stand.

Once through, she shivered. Rebecca smelled the crisp night air and thought she was outside. She was partly right. She stood in what looked like a large warehouse. Metal barrels were stacked against the stained walls. Moths bounced off the lights, casting the place with a yellow-ish tent. The warehouse opened onto a massive, metal platform under the night sky. Walls encircled the platform, and floodlight illuminated it in a blinding light. There was one other door diagonal from her.

Rebecca took a few steps toward the platform, shielding her eyes. It looked like some kind of cargo lift. She stepped onto it and discovered grooves in the metal—some kind of track. Now that she stood there, she could see an open shed at the opposite end. No doubt the loading dock.

A door creaked open behind. Rebecca spun around, hand on her holster. Part of her expected to see a zombie, while the other part expected to see Billy. Her mouth hung open when she saw it was—

"Enrico!?"

Her captain stood by the open threshold of the second door. His jacket was torn at the shoulder, and his mustache and black hair looked disheveled. Other than that, he appeared fine. Both of his hands rested on the grip of his weapon. When he saw Rebecca, that grip relaxed.

"Rebecca," he said, his usual strong voice made soft with exhaustion. Rebecca took a few steps toward him, resisting the urge to run over. Relief rushed over her. After all this time—not wanting to face the fact that her whole team might be dead—she finally found someone. The fatigue that weighed her down seemed to suddenly evaporate. "Are you alright?"

"I'm fine," she said. "Are _you_ okay, Captain? What about the others? Are they with you?" Rebecca glanced over his shoulder, as though the others stood behind him.

"I'm alive," Enrico said, not unkindly. "As for the others, they should have arrived before me. Haven't you seen them?"

Rebecca frowned and shook her head. Lines creased Enrico's brow.

"That's unfortunate," he muttered. "They might already be at the mansion…"

"They aren't there," Rebecca said, gesturing at the door from which she came. "I searched the whole mansion. They're not there."

"Well, there's two mansions in the area," Enrico said. "The other is about ten miles southeast of here. There's supposed to be an underground facility that connects them."

He walked toward the cargo lift. Rebecca went to follow but took no more than a couple of steps before she stopped.

"Billy," she muttered. Enrico must have heard her because he turned back and fixed Rebecca with a hard stare.

"Billy Coen?" he said. "What about him? Did you find that criminal?"

Rebecca shifted as she stared into her captain's dark eyes. She couldn't tell him everything. He wouldn't understand—say that she was inexperienced, and Billy tricked her.

"Yes," Rebecca said. "But, we got separated."

Enrico nodded.

"Just as well," he said. "No point in worrying about him. Come on, let's go."

Rebecca followed him onto the platform. The clouds had nearly dissipated since she last stood outside. The moon hung low in the west. Only a couple more hours until daybreak.

Enrico approached a control panel at the foot of the lift. After examining the buttons for several seconds, he twisted the key already in the console and pressed a large red button. An ear-piercing siren cut through the night. Rebecca's knees buckled as the lift shook. Finally, with a groan, the lift descended. Walls lifted around them and Rebecca looked upward, watching the night become smaller and smaller until it became a speck far above.

* * *

Enrico and Rebecca sat at opposite sides of the platform. It had already been five minutes since their descent began. Orange lights set in the walls passed them, illuminating the platform and blinding Rebecca. She kept her head down, studying the grooves in the metal. One thought kept running through her head while she listened to the _hum _of the lift's motors—

The night was almost over.

Soon, she and Enrico would be with the rest of the team—or at least, what's left of it. Soon, she could go home…

Something slid across the platform, the thunderous _clanking_ made Rebecca jump out of her thoughts. Two magazines lay inches from her right thigh.

"Found these up there," Enrico said. "Thought they might be useful."

Rebecca tucked the magazines in her side-pocket and nodded appreciatively. It wasn't until then-while double-checking her own weapon-that she found there were only a few bullets left in the chamber. "You know, when this all started, I didn't expect you to last very long," Enrico said, as though stating a fact. Rebecca glared at him, not knowing how to reply. She wanted to retort. Tell him that he was wrong. But could she really blame him? Had Rebecca knew what she was getting into that night, would she have thought she would make it this far. "Guess we never know what we are made of until we have to find out," Enrico said with a shrug. "In any case, I'm glad I was wrong."

He shifted his eyes upward, watching the walls with their lights and lining pipes. Rebecca leaned back. She smiled, though she couldn't quite explain why.

* * *

Eventually, the shaft opened up as the lift slowed and came to a halt. Cold, gray concrete made up the floor, walls, and ceiling. A bitter chill clung to the air, and a damp, musty scent clung to Rebecca's nostrils. A passage opened behind them with an elevator. Though Rebecca couldn't see much else—an avalanche of steel beams and earth obscured the rest of the corridor. Another set of elevator doors stood at the opposite end of the cavernous room, though they were unresponsive when Enrico and Rebecca tried opening them. Two other doors stood in the gray docking room, but one led to a scattered office, while the other refused to open.

As they searched the area, Rebecca's eyes kept returning to one thing—'_UMBRELLA'_ was written in large, red letters on the wall above the lift, It was almost as if the letters hovered over them; watching them.

"Chambers," Enrico called from the elevator beside the rubble. Rebecca jogged over. The elevator must have been one meant for maintenance, for the doors looked far more simplistic than the other set. No floor indicator; just a call button. Crimson light flooded the bit of passage from a red, florescent bulb above. Another set of controls were beside the call buttons, but at a quick glance, Rebecca realized they must have no relation to the elevator. "This one seems to be working."

Enrico pressed the call button. The air shook with a loud grinding sound coming from behind the elevator doors. It seemed to echo in the space, shaking the air. Rocks tumbled down behind them from the pile of debris. Enrico glanced over, while Rebecca watched the elevator.

Jesus, it was taking forever. She hoped that it actually still worked and wouldn't stop halfway up—

"Christ," he said, grabbing his handgun and aiming it at the rubble.

"What is it, Cap—"

Words caught in her throat. Something stood on the pile of debris, watching them. At first, Rebecca thought it was a zombie—but this was something different. It towered over the two, its shadow seeming to stretch forever from its eight-foot tall form. An engorged, exposed heart pulsed violently from its insipid chest. The creature wore no clothes and was completely sexless and hairless. Its left hand flexed, as though longing to reach out and grab them. It had no right hand but a mass of blackened flesh from which several pointed bones protruded out, with a spike as long as Rebecca was tall coming from the center. The creature's head twitched, its lipless mouth opening and closing.

Rebecca wanted to scream but clapped a hand to her mouth. Maybe if they didn't move, it wouldn't bother them. Indeed, as they stood there silently, it merely watched them—its eyes solid white. The elevator beside them hummed, vibrating the air around them lightly. If they could just keep like this until it arrived—

Enrico pulled out his weapon and fired. Blood squirted out of two holes in its shuddering heart. The creature lurched back, stretching its massive arms back as it roared. Not from pain, but anger. Rebecca felt stiff. She told herself that she needed to move—urged herself too—but felt rooted. The monster leaped down, landing in a crouch. Enrico fired shot after shot at it, but it rose without so much as a stagger. In an instant, the creature rushed toward him, spike arm swung back to strike.

Enrico leaped out of the way just in time. Sparks flew as the monster's claw smashed into a control panel. A rusted, blast door came down from the ceiling, cutting off Rebecca from the rest of the chamber and her captain.

"Rebecca!" Enrico called, struggling to get up. Though all Rebecca could look at was the creature—the creature which was turning toward her with its pupil-less eyes. Enrico rushed forward, but the door had already fallen with a heavy _thump_ on the concrete floor. It was now just Rebecca and the monster. The elevator still hummed behind her. _Open_, she thought. _Oh God open_.

The creature crouched and leaped up. Her eyes followed it as though in slow motion. It was as though it were suspended in mid-air with its claw arching over its head. Without even thinking about the action, Rebecca dove forward. The monster landed inches from where she had been standing. Its long, spiked arm hit the floor with a deafening _crack_.

Rebecca scrambled up, trying not to look at the creatures back. The skin on the spine was split open, revealing vertebrae and muscle. She raised her Beretta and fired a shot. The bullet hit its left shoulder. It rounded onto her, body twitching as though there weren't three pieces of lead in it.

Another noise rang throughout the chamber—something coming to a grinding stop. Behind the beast, the elevators doors slid back. Rebecca grinned, but it quickly disappeared. There was still an eight-foot tall abomination blocking her way. She bent her knees, heart pounding as she waited for the creature's next move.

It roared and charged toward her with claw raised. Rebecca ran toward it. Just as she was inches reach of it, she fell and rolled past. The creature swung its claw, missing her by centimeters. The monster looked around, as though confused. Rebecca took the moment and leaped into the elevator. She pressed the first button her finger touched rapidly.

The doors remained open, and the creature turned toward her.

"Come on, close," she muttered to herself, pressing the button even faster. The monster raised its claw and bent over again, preparing for another dash. Rebecca's jaw clenched hard enough to make her temples hurt. The creature staggered and then pressed forward, gathering momentum. Now, it was only feet away. "Close, Goddamn it."

It brought down its claw. Rebecca pressed herself against the back of the elevator, closing her eyes and preparing to feel the sheering pain of her torso being ripped apart. The _screech _of sharpened bone hitting metal filled the car, but it didn't come from the inside. Rebecca opened an eye just in time to watch elevator doors close. The elevator car shook, making her knees buckle. Rebecca crumbled to the floor as she descended further into the complex.


	17. Chapter 15: A Traitor's Tale

**Chapter Fifteen: A Traitor's Tale**

The control room was as silent and dark as it was when William and Albert had been in it. The young man stood in the threshold for a moment. They had been his boys once. His legacy would have been passed to them. Spencer turned them. The young man's fists clenched.

He walked in, placing a hand on one of the chair backs, but didn't sit. There were only a few more hours until daylight. Then it would be time to sleep. Until tomorrow. He had been hoping to make them pay tonight, but the only one who remained was Wesker. The young man found him on one of the monitors—gathering files, and downloading data onto a flash drive. Though, he couldn't think of attacking Albert, especially with most of his family dead (_thanks to those murderers who set his children ablaze). _It was true that he was stronger than he once was. Strength was nothing compared to combat training and skill, both of which he knew Albert was proficient in.

_Is that why you let the murderers go?_ a voice said in his head. _Because you were _afraid_?_

The young man winced.

_You could have snapped his neck_, the voice pressed. _Then you could have done the same with the girl._

_They are beneath us, _the young man thought. _Our main objective—_

_They killed our young ones!_

His jaw tightened. After all, how could its simple mind contemplate the grandness of his design?

The cop and the prisoner were of no consequence. It was Umbrella who had to fall.

Let Albert and William get away. Let them have one more night. Let the traitors sleep thinking that they were safe. In one night, he and his children had brought both Arkley facilities to their knees. Sunlight was only a hindrance. By tomorrow night, he will have more children and they would devour another facility and another.

The young man grinned as he imagined Oswell Spencer watching his company fall apart. Secrets exposed. And then the young man would be there, staring into Spencer's eyes, when he gave the final blow.

_But what about the murderers?!_

The young man grunted at the voice.

_Very well_, he thought. As though on cue, he turned the monitor to the loading dock. The cop was dodging the T-001's hulking form and tumbling into the service elevator. _After all, they will need a good feeding once they hatch._

* * *

_Mama, let me in!_ Billy pounded his fists against the back door, tears swelling. The door towered over him, the blinds over its window firmly shut. _I didn't mean it. _His little nine-year-old fists bled, but he kept pounding them against the white wood. A roaring wind swept around him, as though he was in the middle of a cyclone. His soaking clothes clung to his shivering body. A voice came from the other side of the door, but he heard it as clearly as if the woman stood right beside him.

_You wanna go play! Go! Leave me, too!_

But he didn't want to leave her. He wanted to make her happy. He wanted to make her proud.

"Billy!" Another voice said over the roar. It shook him, forcing his eyes to open. Water slapped him in the face. His head throbbed, and the little bit of light made him squint. He clung to something—the strut in a broken pillar. The river around him pulled, threatening to untether him. "Billy!"

He followed the voice. It came from above, though everything was a fuzzy outline. A woman stood on the platform.

"Ma…ma?" Billy muttered, sputtering water. Something hit him—some kind of debris. His arm came undone, and the river carried him away. Billy reached out for his anchor, but it disappeared. The voice called out to him again. He was falling again. He wasn't even sure if he were alive or dead. The roar of the falling rapids sounded like his mother's voice—_Leave me, you ungrateful bastard_. It was a statement that followed Billy throughout his childhood and teenage years. But he never wanted to leave. He just wanted to make her happy. Doing everything she asked—whether it be to go pick up a bottle of Vodka for her (even if he were too young to get it) or pay the bills. Nothing worked.

So, when he told her he was joining Marines, she said something he hadn't expected.

'_Don't go, Billy," _she had said. He could smell her breath—rank with stale alcohol. Billy knew that he should be happy. After all this time, this is the one thing that he wanted to hear—for her to want him and to be proud. That's why he joined the Marines in the first place. But now, all he felt was disgust and anger. Years of trudging through the slurred insults, though challenges at his loyalty. Now, he just wanted to slap the woman.

Billy tried not to think of her as he went off to fight for his country. He did pretty well until weeks before that mission in Africa, while stationed in Taiwan.

"_Mother Love," _he told the Taiwanese man through drunken slurs. Billy's head had lulled to and fro on his shoulders. "_Right over my arm. Tattoo that shit big and bold. Give me the one thing the bitch never gave. When she wouldn't let me in_." The next morning he was left with a killer hangover and a tattoo he needed to hide from his commanders. The last thought Billy had before he faded back into unconsciousness was that, if he were dying, the last voice he heard was his mother's.

* * *

"Billy!"

The voice called him from far off. Who it was, Billy couldn't rightly say.

"Billy!" The voice said again, closer this time. Suddenly, he were rushing up through the darkness.

Billy leaned over, sputtering out water. His throat burned as he retched. The room's rancid odor—something that smelled like rotting fish—urged his vomiting on. Someone held his shoulders, keeping him in a seated position. The crashing waters came from somewhere behind. It took a few minutes before he could stop coughing. Finally, he slumped back—nearly exhausted. When he did, he saw who was at his side.

"Rebecca!" He said, feeling as though he wanted to start retching again. Everything came back in a flash—him pointing his gun on her, telling her to walk away. A ball of guilt rose up in his chest. He couldn't even bring himself to look her in the face.

"I can't believe it," she said, almost to herself. Believe that he was alive? _Yeah, I can't believe it either,_ he thought. Then something happened that Billy didn't expect—Rebecca wrapped her arms around him in an almost bone-crunching hug. All he could do was sit there—not sure how to respond.

"I'm…I'm sorry," he said with a hoarse voice. "I shouldn't…I was—" _Afraid?_ Billy's jaw tightened. Wasn't that what he was going to say?

"I understand," Rebecca said softly. "I can't imagine…what it must be like…"

"Yeah."

Rebecca leaned back, her green eyes searching him. Her face seemed both resolute and warm. Almost like that of a mother's. Billy couldn't keep eye contact with her. They fell on a corner of the grated platform. A pile of Bones. White and blackened. Some with rotted meat still clung to them.

He stood and walked over. The stench of decay growing stronger with each step he took. Most looked normal, though the more Billy examined the pile, the more he spotted irregularities. Some forearms looked too long, or tips of fingers sharp and pointed. Something glittered among the stack.

"They must have been test subjects," Rebecca said behind him. Billy bent over, bring up a broken name tag. They had been soldiers. Just like him. Men who set off to serve their country, and it led them here. "They must have been war criminals or…"

"No one deserves this," Billy said, tossing the name tag over the platform rails and into the waters beneath. He watched the piece of metal slip beneath the tide, quickly disappearing within its depths. Even when it was gone, all he could do was stare at the place it had fallen. "Not even war criminals…"

Rebecca took a step forward, peering up at Billy's face. He didn't look at her—he couldn't. All he could think was that he could be among these forgotten bones. Or drifting forever in this plant's waters, until he was just another bloated mass. All because he trusted others…

"Billy," Rebecca said. "I just need to know…I need to know the truth." Billy turned toward her, the question making his heart stiffen. Again, there was the resolved gentleness to her face. "Did you kill twenty-three people?" Billy gave a laugh, but there was no humor in it. Whatever he thought she might ask, this defiantly wasn't it. "I'm not going to judge you," Rebecca said quickly. "I just…this whole night…nothing's added up…I mean you should have…"

"I should have killed you already?" Billy asked, gripping onto the railing and staring into the raging waters. Again, Billy laughed beneath his breath. They said he killed twenty-three single-handedly. _I must be fucking Rambo_. "It's really sad…you know? You give your all for a cause—a purpose. Then, in an instant, it's swept up from under you…maybe she was right. Maybe I was good for nothing…that I can't do anything right…"

"Billy?" Rebecca asked, taking a step toward him. Billy sighed. _Get it together, Coen._

"It was about this time last year," Billy said, voice low. Each word felt like a razor in his throat. But he had to talk about it. It was as though it had harbored deep inside him, lying like a fiery ball. Now that he released it, there was no stopping it. "Our unit was ordered to Africa to intervene in a civil war. Our mission was to raid a hideout of some gorilla forces located deep inside the jungle. But the hideout…it was far away from our entry point. Some died from the heat. Others were killed by the enemy."

Images flashed through Billy's mind. He was there, in the African jungle again. He could feel the sweltering heat take his breath and the weight of his gear press down on him. He could smell sweat and blood and the sweet stench of wet plant life. Gunfire rang in his head.

'In the end, only four of us survived. Took us about a week to get there, only there was no gorilla hideout. There was just a village, its residence as much victims of the war as we had been."

"What do you mean?" Rebecca asked. Billy tightened his grip on the railing.

"The idiots in charge had us operating based on wrong information. But we couldn't just go back home, empty-handed—oh no! My team rounded up the villagers. They just did as they were told—probably thought we were there to help. Men, women, children. I didn't know what was going to happen until my commander told us to start firing. I couldn't do it. I wouldn't. Not even as gunfire started. I tried to stop them—to get the gun from my captain but…I was useless.

'They knocked me out. When I came to I was in a cell, getting ready to go on trial for twenty-three murders."

"Didn't you try to say anything?" Rebecca asked. "Tell them what happened?"

"Of course I did," Billy said. "But it was my word against my teams. Every one of them turned against me. Guys who fought beside me. Guys I thought I could trust."

"Billy…" Rebecca said. She placed a hand on his shoulder, wanting to say anything that might comfort him, yet the words wouldn't come. "I'm…I'm sorry…"

"Don't be," Billy said. "It was my own fault. Besides, its ancient history."

He walked toward the other side of the platform, and let her hand fall. Rebecca watched him walk away. It was only now that she noticed he walked with a slight slump in his stiff, militant posture. It was the sign of a defeated man who refused to accept it. Rebecca felt her heart flutter at the sight. How hard it must have been for him, to be so strong for so long. Even when he knew what the inevitable outcome was.

Her team would never believe it, but they weren't here. They couldn't see Billy…

"You coming?" he said, opening the door on the other side of the walkway.

"Yeah!" Rebecca said a little higher than she meant and ran after him. The raging waters beneath followed the two as they passed through the threshold, like echoed screams from the past.


	18. Chapter 16: A Question of Loyalty

**Chapter Sixteen: A Question of Loyalty**

Sewage slushed past Wesker's legs in a green torrent. The sewer beneath the mansion was the only 'back door' in and out of the facility. He had tried the main entrance, only to see the T-001 lumbering beside the elevator. Wesker had examined its engorged heart and spiked hand from his vantage point behind a pillar. He didn't have the time or the ammunition to challenge the creature, so he decided the long way.

_It shouldn't have been awakened_, he kept thinking. With such a dangerous and rampant specimen, of course there had been layers upon layers of passwords and safeguards to ensure that it wasn't activated. Only someone working for Umbrella—and one particularly high in the B.O.W. development division—could have access to that information. It only supported Wesker's guess at who this young man could be…

Wesker climbed from the stinking river onto a ledge. A rusted metal door stood over him. Wesker patted his vest pocket and felt the faint outline of a flashdrive. William didn't even know his full plans, and Wesker liked it that way. People, including one's 'friends', were unreliable. _You_, on the other hand, could never betray yourself. He brushed the thought aside as he pushed through the door.

Heat washed over him in a wave. The toppled cars of the Ecliptic Express lay on their sides. Though most of the flames had died, pockets of fire crackled from debris and puddles of oil. The smoke had mostly dissipated from the chamber. The odor of cooking flesh clung to the air. Wesker's footsteps rang over the dying crackle of flame. Another set of footsteps mingled with his. Two sets.

"Where might you be going, comrade?"

Two figures emerged from the top of the nearest car. The first was a hulking man wearing a gray, left-breast coat. A colonel's pin with the Umbrella logo hung from the man's chest. His white hair slicked was slicked back, except for a long fringe that nearly hid the scar over his right eye. The second man was taller than the first with ashen skin. His head was bald and his body ridged in his heavy white coat. Wesker felt the second's eyes on him, even though they were hidden behind an orange visor.

Wesker knew the first man well. His body tense beneath the cold gaze of Sergei Vladimir. Part of Wesker wanted to move his hand toward the pocket that contained the flashdrive.

"My next mission," Wesker said, checking his Beretta and walking forward, as though he were doing exactly what he was meant to.

"The reclamation of the Management Training Facility was your mission," Vladimir said, his voice thick with a Russian accent. "And now you're just going to walk away without taking responsibility for your failure?"

"The facility is overrun," Wesker said. "I will detonate the laboratory and dispose of it."

"You overreach yourself," Vladimir said.

Wesker stopped. He was glad that he wore sunglasses, so his eyes didn't betray him.

"Overreach?" he said. "I have always been loyal to Spencer."

"Have you, Comrade?"

Wesker clenched his fist, but it was the only sign of a disturbance. There was a reason Sergei Vladimir was one of Umbrella's highest ranking officers. Even now, Wesker could feel Vladimir's eyes scan him, looking for anything to betray him his intentions—a hand twitch, a tightening of the jaw. Wesker ensured that he didn't give off any of these tall-tell signs.

"You seem to have forgotten your place," Vladimir said. The tall, pale creature at his side leaped from the car and landed kneeling before Wesker. Wesker took a step back, hand reaching for his weapon. The creature slowly stood, it's seven-foot height towering over. "Perhaps you require a lesson."

The creature lumbered toward him. Each movement was slow. Wesker's hand remained on his gun, but it remained on his holster. If he drew his gun and fired, Sergei would call it insubordination. Then everything Wesker had planned would be over before it even began.

"Surely Spencer would rather have this facility demolished before the virus is able to escape," Wesker said, his voice even and cool. The pale man still approached, no more than a few feet away. "Leaving it as it is now would be foolish."

The creature leaned in and charged with right arm arching upward. Wesker darted out of the way as its massive fist plumed to the concrete. The floor rocked from the impact. Wesker had just gotten his footing when the creature charged again. Its massive coated body was all he managed to spot. A massive hand hit him on the side of his face. Wesker flew across the station, slammed into the side of the train, and crumbled to the floor. Spots darted across his eyes. He tried to get up but combined with the lack of breath and excruciating pain in the side of his face, Wesker couldn't. The left side of his sunglasses was shattered, leaving them dangling from one ear.

This was creature wasn't anything Wesker had known of before. Yes, specimen before had been fast, and they had been powerful. But this was something else entirely. Wesker reached for his holster and gripped his gun. He saw the creature lumber over. It's covered eyes were locked onto him. Wesker just pulled the Beretta out when it grabbed him by the neck. Again, his back slammed against the side of the train, robbing Wesker of any breath he had regained.

_So, this is how it ends_, he thought, staring into the pale face. Because of one miscalculation. The creature raised its other fist, brought it back. Wesker grabbed the arm which held him, but all the strength was gone.

"Wait," Vladimir said. The creature froze, fist hanging in the air. Vladimir looked down, smirking. Rage flared within Wesker, burning inside him like a flame.

All of this was just a spectacle. To mock him. To show who was in control.

Wesker kept his face passive, despite his already swollen left eye and the cut on his eyebrow. "I think our comrade has learned his lesson."

The creature released Wesker, and he crumbled to the floor.

"You still have much usefulness to Lord Spencer," Vladimir said. "Permission for your proposal—granted." The tunnel echoed with his cold laughter. Wesker laid there in the ruins of the Ecliptic Express, even when Vladimir and his lackey left. He needed to master his rage. All of this was leading to something greater. Wesker just had to keep that in mind. Still, there was another thought that kept repeating—someday, very soon, he was going to rip out Sergei Vladimir's heart out with his bare hands.


	19. Chapter 17: End of the Road

**Chapter Seventeen: End of the Road**

"Isn't that a beautiful sight?" Billy asked. The room he and Rebecca entered must have been some kind of guardroom—with two bunk beds on each side of the room. Two desks stood beside their respective beds. The one to the left was made of old oak with a typewriter on its top, and a corkboard above it. The other was a bland metal office desk, bare except for an office lamp. Billy walked over, brushed the _Playboy_ and fallen pills off the bed, and laid down.

"Don't get too comfortable," Rebecca said, grinning.

"Just five more minutes, Mom," Billy replied, closing his eyes. His once tense body suddenly loosened. The side of his head throbbed, and his body ached, but even that couldn't stop the tidal wave of unconsciousness threatening to wash over him. He heard Rebecca cross the room to the desk beside the left bed. Maybe he would wake up, and this would all be a dream. _Yeah_, he thought. _And maybe I'll have a girl built like a bombshell, a college degree, and pigs will be flying._ Billy chuckled.

"Hey, Billy," Rebecca said. "Check this out."

Billy grunted, but turned his head toward her and opened an eye. Rebecca yanked a sheet off of the corkboard. The more she stared at it, the wider her grin became and the more awake Billy suddenly felt.

"What is it?" he asked, pulling himself into a sitting position. Rebecca turned the paper over so Billy could see the diagram on the other side.

"It's a map of the facility," Rebecca said. "By the looks of it, we just have to go through a few more corridors, up a lift, and we can get out of this place."

"Man," Billy moaned. "I'd kill for some sunlight."

"Yeah," Rebecca said, taking a seat beside him. "You know when you were a kid and had a nightmare? Everything seemed terrible in the dark…but in the day, those things don't seem so big. Hope the same concept applies."

"I'm sure," he said. "Besides, you're still a kid." Rebecca punched him lightly on the arm, and the two burst into laughter. Her face flushed and it made him laugh harder. "After all, I'd get to meet your _lovely_ teammates." Rebecca's laugh died. She looked down, a hard expression passing over her face. Billy scratched his head, his laughter dying down to an awkward chuckle. "Sorry. Mood-killer."

_Nice going, Coen_, he thought.

"It's just not right though…" She said.

"Hey," Billy said, placing a hand over hers. "We gotta do what we gotta do." He was surprised that he no longer felt fear at the thought of death when it seemed so looming about an hour ago. Now, he was just tired. Death might be a relief. Still, the guilt of pulling a gun on Rebecca still sat in his stomach like a gallstone. He stood and examined the pinup on the opposite wall.

"Billy…"

"What I say?" he said. "Let's just search this room and blow this popsicle stand."

Rebecca nodded and rose. Billy checked the draws of the metal desk. Nothing but paperclips and a stapler. A sturdy cabinet stood beside it. Inside was an M1911 pistol with a box of ammunition on the top shelf. Below, leaned against the cabinet's side, was a grenade launcher. Billy glanced up and mouthed 'thank you.'

* * *

Like Rebecca had said, the corridors were short, yet there seemed to be a ton of them. Rebecca started to feel jittery at the thought of finally escaping this place. They crossed a few zombies here and there, but these were naked and slightly bloated. As though they had been dumped into the water plant. Rebecca felt sick thinking about how many Umbrella might have dumped.

Everything seemed to go quickly now that they knew where they were going—passing through a series of rooms filled with treated water or large humming machines. They opened a door and walked out into the corridor that seemed to have no ceiling. For a moment, Rebecca thought they were outside until she looked up to see earth and rock far above. Chain link and metal pipes lined the walls on either side of them, white stem sprouting from the former with a low squeal. Two giant vats stood to their right, each with 'UMBRELLA' with its red and white octagonal logo. A windowless building stood in front of them with a single steel door. It reached up like one large rectangle into the darkness to the highest part of the cavern.

Rebecca squinted at the map in her hands, despite the flickering florescent lighting of standing lamps.

"I think this is it?" She said. "The lift to the surface should be in there."

"Oh, how lovely," Billy said, tightening his grip on the grenade launcher. The handle of a handgun peaked out of the waistband of his jeans. "Not ominous, whatsoever."

Rebecca grinned and shook her head, but she couldn't ignore the knot in her stomach. With each step toward the building they took, the knot tightened. When they finally reached the door, it took a moment for Rebecca to finally grab it and push it open.

Heat washed through the threshold, making Rebecca stagger. She stepped in, hand tightening around her weapon. A thick wall of darkness hit her vision. When her eyes adjusted, she gasped. On every surface of the room—from the floor to the walls, to the ceiling, to even the railing of the walkway above—were hundreds of fat leeches. They slithered over one another, leaving trails of translucent goo in their wake. Though, as many leeches that there were, there were twice as more eggs scattered in mounds across the room. Every one of them white and glossy. Something shifted within each of them, ready to break free.

A boiler, broken and rusted with flames sprouting from its stack heated the area to a stifling degree. Rebecca took a tentative step forward. The leeches slithered about and took no notice of her. In fact, they slid aside, clearing her path.

"Wondrous creatures, aren't they?" a voice said from above. The young man stepped forward on the of the metal walkway. A leech glided from the man's outstretched hand up to his arm, slithering around the limb like a pet. The man watched it, something close to affection shining in his dark eyes. "This beautiful virus of mine. It's changed them…made me into something so much more."

"It made them into freaks," Billy said. The young man's stare shifted from the leech to Billy. His long, black hair framed his face, and with the shadow of the boiler's fire, made his face look long and gaunt. Rebecca eyed the leeches on either side of them. They had stopped their movement, and several lifted their heads as though listening to the conversation.

"I wouldn't expect _you_ to understand," the young man said. "But I do understand you, Billy Coen."

"How do you…?" Billy asked, eyes narrowing.

"Umbrella has files on all of their subjects," the young man said, a grin spreading across his face. Billy leaned away, eyes wide.

"What?"

"Do you really think there would be a military base in the middle of a forest?" the man said, chuckling. "Many a _noble_ officer brought a prisoner to their fate, only to end here for testing. Many an officer in the pocket of Umbrella. Many, in fact, who remind me of your young companion."

Rebecca checked Billy out of the corner of her eye. His jaw tightened, and she noticed his grip shook ever so slightly. The young man watched the scene below him with a crooked grin.

"He's just trying to raddle you," she muttered to Billy.

"Yeah," Billy replied. The response was so bland, it felt like a fist to the stomach. Rebecca pushed the feeling aside and turned back to the walkway.

"Doctor Marcus," Rebecca said. The man's grin faded, replaced with a raised eyebrow. "He was your grandfather or your father, wasn't he? Is that what all of this is about?"

Again, that expression returned to the man's face—as though he were playing a sadistic game with mice. A thick silence fell between the three of them, only broken by the slick sounds of leeches and the crackling of boiler's fire.

"Allow me, if you would, to tell you a story," the man said.

"I'm not listening to your damn story," Billy said, charging forward, but Rebecca held a hand out to stop him.

"No, Billy," she whispered, nodding toward the leeches. They bristled at Billy's movement and inched closer to them. Billy glanced down, and with his stoic expression, nodded curtly. Rebecca turned back to the man. "Go on, then."

"Very well," the man said. "Doctor James Marcus was a talented man in his own right. He, Alexander Ashford, and Oswell Spenser created a corporation to further the development of mankind. It was through his brilliance that Marcus created a marvel of modern biological science—the T-Virus, and it was all thanks to my children.

'However, Spencer grew jealous of the good doctor's discovery and had him assassinated by Marcus' own assistants. Marcus was thrown into the waters of this very plant, like a mere failed subject. Though the queen of his leeches found him, and then something miraculous happened. It took years for his queen to procreate, and create his new life and a new, younger body. All to take help in his vengeance on Spencer and Umbrella, and to ensure that the world will burn in an inferno of hate!"

Rebecca stood dumbfounded, unable to stop looking at the young man. No, that was impossible. Yet, how many impossible things had she witnessed that night? The thin, crooked grin spread across the young man's face. This whole night, she thought that he looked familiar, and there was something off about the leech men. Everything fell into place so violently it made Rebecca stagger. This man wasn't Marcus' grandson. He _was_ James Marcus.

"To ensure that the world paid for what it did to us," Marcus said. "We learned long ago that even those closest to us inevitably betray us. Of course, you know that bitter sting, don't you?"

Rebecca's brow furrowed. Why was he even mentioning this? She turned toward Billy. Billy was more ridged that he had been before. His eyes were two slits, and his hands gripped the grenade launcher so tightly his knuckles whitened.

"Do you believe this young woman—this _police officer_—is your friend?" Marcus said. His high laugh bounced off the walls, making the hairs on Rebecca's arms raise. "She will betray you. It's in her nature, as is the nature of your relationship. After all, do you expect this _friendship _to continue beyond these walls?"

Billy turned on her, glaring. Rebecca took a step back.

"No," she muttered. Marcus watched the scene, a smirk across his face and a spark in his eyes. _He's waiting_, Rebecca thought. _This is all a game to him_. "Don't listen to him, Billy."

"It's the end of the road for you, my friend," Marcus said. "Though, you could dispose of her." Billy released his hand from the launcher and pulled out the handgun from his waistband. Rebecca's body trembled, looking down the gun's barrel. Something seemed to have changed over Billy. His mouth twisted into a grimace, and every feature of his face hardened. It was a look of pure rage, unlike anything Rebecca had seen. "You're so close to escaping. It's all within your grasp. All you must do is reach out and take it. Here, let me help you, Mr. Coen."

This couldn't be happening again. All the betrayal that she felt earlier that night—when Billy tried to escape—rushed back. Only this time, it hurt twice as worse.

"Please, Billy," She said, trying to get her voice steady. Billy didn't answer. A flash came from the end of the gun barrel with a bang that popped Rebecca's ears. She screamed and instinctively reached for her own weapon. Though, nothing hit her—no pain, no impact. Instead, what sounded like a thousand tiny screams came from behind. She spun around to find one of the leech men, now half-formed and splintered, trying to piece its self together. Finally, it gave up, and the remaining leeches spilled to the ground. Marcus yelled and beat a hand against the handrail.

"You can go to hell, buddy," Billy said.

"Moron!" Marcus said. "Looks like there will be two deaths tonight—AH!"

Marcus flung his hand. The leech still clung to him, no matter how he tried to throw it off. A trickle of blood dripped from the leech's underside while it dug its teeth into its master's flesh.

Dozens more of the shining leeches crawled toward him.

"No!" he yelled. "I am in control. I AM. STOP!"

Rebecca and Billy watched the man thrash about, leeches tearing at his robe and flesh. Smile and blood flew off him in globs. Marcus yelled, to no avail, for the leeches to stop. Eventually, those yells turned into gargled noises as the creatures climbed into his mouth and down his throat. The mass of slug and man tumbled over the slick railing and fell, face down, on the ground level. At least thirty more leaches crawled toward this malformed creature and latched on. Its form smoothed membrane and mucus, creating something far removed from humanity.

Rebecca looked around the room. There should be a way to the lift…two iron doors stood to the far left. She took a step forward when—something slammed into the ground in front of her, causing her to leap back. It was one of Marcus' arms, only now it had a greenish hue and twice its length. It retracted back to his side as he stood. Tentacles emerged from his back, whipping and lashing out in the air. Two feelers twitched at the top of Marcus's faceless head. The creature staggered for a moment, but quickly gained footing. It arched back, and thousands of tiny mouths opened from its body—all giving a unified scream.

Rebecca and Billy staggered back, unable to do anything but stare at the creature before them. Then, almost out of instinct, Rebecca raised her handgun and fired. Two rounds hit Marcus' pulsing chest. Though a couple of leeches fell away, curling in death, the creature didn't even flinch. It took a step toward them.

"The boiler," Billy muttered. "We have to get him over there."

"Wha—" Rebecca said, but then remembered what happened in the communication room. "Right."

"Hey! Over here!" Billy said. He grabbed the grenade launcher and then fired. The round exploded near Marcus' left shoulder. Dead leeches flew off, yet new ones crawled up and replaced the fallen. The creature cried out again. It launched its arm toward him, and Billy dove out the way just in time. Rebecca took a few steps toward the boiler. Though it was only a few feet away, it might as well have been a mile away.

Marcus raised a shining tentacle, aiming it right at Billy's chest. Rebecca fired, and the creature staggered slightly as the bullets hit it in its bulbous head. It instantly forgot its previous target and lumbered after her. Rebecca took off. The boiler loomed closer and closer. Flames nearly wreathed the red-hot metal. _Just keep going_, she told herself, even when she heard Marcus' _squishing _steps. She could feel the heat press against her flesh. Just a few more inches—

Something wet and long and very much alive wrapped around her midsection. Rebecca lifted into the air, old having time to gasp. Its tentacle twisted her around to look at its face. The creature's looked at her with its eyeless face, its two antennas wiggling in excitement at its kill.

The tentacle tightened, and Rebecca found the breath forced out of her diaphragm. Pressure continued. Rebecca clenched her teeth. How much longer could her ribs take this before giving out? Blackness invaded the edges of her vision. Her head bounced, feeling too heavy for her shoulders. Still, even as she felt her body go limp, she couldn't help but smile.

_I'll be seeing you soon, Dad._

_Rebecca!_

There was his voice, as though calling to her from the end of a long tunnel.

_I'm coming, Rebecca_, he said.

A flash of light flared in the darkness, and air rushed into her lungs like a burning gust. She fell, crumpling onto the floor. A high-pitched scream filled the chamber. Rebecca fought her light-headedness and followed the source of the noise.

The Marcus-creature staggered. Smoke and cinders rose from its blackened side. Another explosive round hit the creature. It shrieked once again, lost its footing, and tumbled into the boiler. The fire consumed its body upon contact. Marcus thrashed about, as though desperately trying to get one last strike on the two. Dozens of roasted bodies fell in curled lumps. Finally, Marcus shuddered and plummeted to the ground. Billy and Rebecca watched the creature for several seconds, weapons poised on it. Marcus didn't move.

"Holy crap, Rebecca," Billy said, tossing the grenade launcher aside and helping her sit up. His hand rested on her shoulder, and she placed her own hand upon his. She felt her strength returning.

"I'm alright," she said. "Just…you know me…tripped over my feet."

Billy gave her a half-smirk. He glanced back at the Marcus' lifeless form. Flames lingered upon its crisp skin.

"Have fun in Hell," he muttered before turning back to Rebecca. "Do you need help getting up?"

Rebecca shook her head, though she still leaned heavily on Billy as she stood. Once she was finally up, she felt a lot better. Her eyes fell upon the double doors at the other end of the room.

The doors to the lift. The doors to freedom.

She started toward them, and Billy followed.

* * *

As Billy and Rebecca made their way to the door, they didn't bother to look back at the corpse of the thing that was once Marcus. If they had, they would have noticed something that would have made them quicken their pace toward the lift. While the smoldering body lay still, leeches who had just watched the battle from the shadows crawled out. They climbed onto their queen's host, prying off their burnt brothers.

As the lift doors closed behind Billy and Rebecca, movement came from within the hundreds of leech eggs around the room. Almost simultaneously, they burst open. Newborn leeches emerged, linking to the body as their elders did now. Hundreds of the creatures piled on, their bodies shifting and morphing.

The thing that had once been Marcus twitched.


	20. Chapter 18: The Queen of Leeches

**Chapter Eighteen: The Queen of Leeches**

As soon as Billy closed the door, Rebecca grabbed the railing in front of her. At that moment, every bruise she had gained that night began to throb. Her limbs felt stiff and weak. She glanced up to see the lift—large enough to fit a small car onto—was before her just beyond the railing. It sat on a track that ascended on up a slanted corridor, the end of which Rebecca couldn't see.

_It's almost over,_ she kept telling herself.

She glanced at the rest of the room, hoping to find somewhere to sit. Unfortunately, she had no luck. The L-shaped bit of floor not consumed by the lift only held a few rusted, metal shelves and a cabinet in the corner. Cables and power boxes lined the grease-stained lighting. The dim lighting only added to the grimy effect of the room.

Billy grabbed the railing beside her and gawked up the dark shaft.

"You know…for a minute…" Rebecca said. No matter how much she breathed, she couldn't get her breath. "I thought you were turning on me…"

"Oh, yeah," Billy said, scratching his head. "Sorry about that. It wasn't that…it was him…" Billy's face hardened—the same way Rebecca saw it earlier when it seemed as though he were pulling his weapon on her. His grip tightened on the railing. "It was all a game to him. He trying to use me…for his amusement…I'm just tired of being a pawn." He looked back up and smirked. "Guess I should have given you warning about the leech thing."

Rebecca laughed, but more out of relief than anything.

"THE SELF-DESTRUCT SYSTEM HAS BEEN ACTIVATED," a monotone, female voice said. A low siren filled the room, and flashing red lights filled the darkened lift passage.

"You gotta be kidding me," Billy said with a sigh. Rebecca ran onto the lift with Billy close behind. She didn't even really register what the female voice was saying. Instinct took over, and all that she knew was that they needed to get out of there.

She pulled the lever on the lift's control panel. The floor shuttered, and the sound of hidden mechanics mingled with the sirens. Rebecca's knees buckled when the lift jolted and then ascended. Billy paced the length of the lift behind her. Part of Rebecca wanted to relax, but the female voice repeating to get out immediately kept her body tense. She kept glancing up the shaft. There seemed to be no end to it.

The chamber shook, and a sound like dynamite going off came from below. Rebecca and Billy darted to the railing, peering down. _We're too late_, Rebecca thought, hearing her pulse in her ears. Dust obstructed the blast zone. When the debris settled, what Rebecca saw brought her to her knees.

A mass the size of a minivan pulled itself the hole it made within the lift shaft. Its glistening limbs reached out, clawing at the rubble in the crimson lighting. It lifted what must have been its head, for there was no true indication where it began and where it ended and gave a shriek that rocked the shaft. Then, with far more speed that should have been capable of something its size, the creature barreled after them.

"It's the queen," Billy said in disbelief. He ran back to the control panel, pushing up on a lever that refused to move anymore. His eyes darted over the face of the console like a madman's, and he started pushing every button. "Come on! Can't this thing move any faster?"

Rebecca glanced back up. She wasn't sure if it was a trick of the light, but she could have sworn that she saw an end to the shaft. Before Rebecca could comment on this revelation, the leech queen rammed into the underside of the lift. It broke from its track, making a fruitless grinding against the sides of the tunnel. With another shove, the entire thing broke from its connections and tossing Billy and Rebecca up.

Everything became a blur. Rebecca's body felt weightless until the breath was knocked out of her when she hit cold concrete. She tucked into a ball as she rolled for several feet, until hitting a large wooden crate. Rebecca's vision shook, and her body ached. She stretched her limbs experimentally. Nothing seemed broken.

She glanced around, to find Billy a few feet away. He too looked dazed but staggered up. They stood in what looked like a large warehouse. Crates and broken machinery lay scattered across the room, cast in shadow by the hanging lamps above. A large encircled 'H' was painted over the middle of the room.

Rebecca drew her weapon and aimed it toward the lift's shaft, though she felt stupid. Her handgun against that thing was like going up against a bear with a BB-gun. Billy limped over to his grenade launcher, which escaped his grasp in the fall, and pointed it in the same direction. With the momentous sound of metal against concrete and metal, the lift was ripped up and out. The leech queen burst from the passage like a child emerging from a birth canal. Its oozing body climbed upon landing, reaching out with its thick limps.

Gunfire filled the room. It echoed off the metal walls and the concrete flooring. Flashes laced with the smell of gunfire lit the darkness in moments of blinding luminescence. The creature's cries mingled within the chaos, though it's body couldn't be seen through the thick layer of smoke and chipped flooring.

Rebecca kept firing, not caring if she couldn't see the leech queen or if the creature was even already dead. Only the click of her empty gun caused to stop. Dust drifted down, creating a veil over have the room. The ring of the firefight still hung in the ear. No sign of movement came from the other side of the wall of smoke. Rebecca and Billy to a tentative forward. She kept her Beretta trained, even though she knew that it no longer would help.

The creature leaped forward. Rebecca and Billy leaped aside just in time. Though, no more did it land, than it gave a monstrous screech and trudge back. Its green flesh sizzled and cracked as it retreated into darkness. A single strand of light shined from a crack in the roof, though it disappeared as clouds outside covered the sun once more.

Rebecca came to a sudden realization—light came from just a crack, but the roof its self was actually a covering that could slide apart. She soon found two safety cranks on the back wall, a few feet away from each other. Rebecca pointed out the roof and the cranks to Billy, and he nodded. The queen seemed to have gained its footing once more. It staggered forward, green skin still hissing. The creature's whole form bristled, as though hundreds of the leeches which composed it gathered to repair the damaged areas.

"You work on the roof," Billy said, throwing the empty Grenade Launcher aside and drawing the pistol from his belt. "I'll use my charm to distract her majesty." Rebecca ran toward the first crank, legs resisting with each step. Billy called out at the queen (what exactly, Rebecca didn't acknowledge), and the sound of its sluggish form moving after him. Rebecca clung onto the lever and turned. It gave some resistance at first, but with a few good tugs, it relented.

Pistol fire echoed like a tiny explosion in the room, but it was nothing compared to the screams of pain and frustration coming from the creature. Rebecca dare not look back while she worked. She wouldn't be able to function if she saw Billy—she just had to trust him.

The first lever came to a halt, the light on its console changed from red to green.

Rebecca smiled but faltered when she heard Billy cry out.

_Don't look back_, she told herself. Gunfire resumed, and she used that to convince herself that it meant Billy was okay. Rebecca lumbered to the other lever. She grabbed it, and once again, began the process of unlocking it. Her muscles screamed while she fought with the rusted crank. As soon as she finished, mechanics above _hummed _in a distant drum. Then, came the one thing Rebecca wanted to see most that night—sunlight. The ceiling parted, and it fell over them, and its warmth raised the hairs on Rebecca's skin.

The Leech Queen's roasting flesh smoked. She wreathed in pain as bits of her shriveled and fell off, swinging her limbs to and fro. A limb the side of a small log slammed into Billy's midsection. He fell back and tumbled into a set of crates. He seemed to be reaching for something between the wall and crates, though Rebecca could only comprehend Bully's predicament for a moment. The creature lumbered off to the corner, where the light couldn't reach it.

A corner right next to Rebecca.

A maw of hundreds of pointed teeth filled her vision. Either way, she ran, the monster would surely be upon her in a minute. She was trapped—

"Rebecca!"

Rebecca turned toward Billy just in time to see a piece of silver spinning in the air toward her. She reached out, more from instinct, and caught what turned out to be a revolver. The weapon was heavy as she lined the barrel up with the Queen's open mouth. The creature raised itself, ready for a leap.

"Feast on this, Queenie!"

With that, Rebecca fired. The gun kicked back, and the bullet ripped through the creature. The queen staggered back, a hole the size of a basketball in its abdomen. It reached out toward Rebecca, but its body lost definition—becoming multiple lumps of flesh. The queen fell back. Its body exploded into a mass of dead leeches, leaving a gasping Marcus laying on the cement with a crater in his chest. He was no longer young, but the old man Rebecca first saw in the portrait. Only now, his features were distorted—his left eye lower than his right, two fingers on his left hand fused together. It was almost like looking at the man through a funhouse mirror-remnants of his fusion.

Fire erupted from the lift passage in a plume. The hanger shook, and it took every ounce of Rebecca's willpower to stay upright. Plaster and debris fell from the ceiling. Billy ran over from the other end, gesturing toward the exit—a metal door tucked in a shadowy corner. He tried to say something, but with the sounds of the explosions below, it was hard to make out. Rebecca sprinted toward the door. She almost tripped as she passed Marcus's corpse, only to find out that something grabbed her ankle.

Marcus clung on with a weak grip. Rebecca could have easily ripped away, but he gazed up at her, pleading her to listen. He spoke in a voice so silent that Rebecca had to lean in to hear.

"I…was a fool…" he said, blood ebbing from his pale lips. "Don't be….their puppet….there is…a traitor…amongst you…"

"Come on, Rebecca!" Billy said, grabbing her arm and hauling her toward the exit. She glanced back one last time, to watch a piece of scaffolding came down and crushed what was left of the old man.

* * *

The explosion that came next rattled Arklay Forest. The training facility burst in an inferno of wood, steel, and fire. Though the hanger didn't meet as much of a spectacular end, the tremors and fire from the detonation below caused the structure to collapse in on itself. In fact, Billy and Rebecca made it out just as rubble caved-in the threshold behind them.

Still, they ran. Whether it was because they wanted to avoid the fallout of the structure or toward the warm sun, they weren't sure.

No more than a yard or more, they broke free from the forest, up a steep incline, to an open space of a cliff's edge. Rebecca collapsed on the grass, still slick with morning dew. She could hear the earth shake from the destruction below, and closed her eyes—listening to it. After several minutes, it stopped. Still, Rebecca didn't want to rise. With the cool grass beneath her and the warm day around her, she could fall asleep.

"Well if you look-e there," Billy said. Rebecca looked up, her eyelids heavy, and found him sitting on the edge of the cliff, looking down. "Guess there were two mansions out here after all."

Rebecca forced her sore limbs to lift her up, and she walked over to him. Below, hidden amongst the trees, was a mansion that sprawled out for acres. She plopped down beside Billy. Though, when she looked at his wrists, she noticed that his handcuff was gone.

"Yeah," Billy said, following her gaze. "Must have broken back there, when I fell or something. Not like it matters much anyway, am I right? Just going to be wearing another pair soon."

He wouldn't look at Rebecca and kept his focus down. His face was heavy—tired and warn. Rebecca reached over and ripped the nametags from Billy's neck. Billy looked up, eyes narrowed. Rebecca took the beaded chain and connected the clasps around her own neck.

"Officially," she said. "Lieutenant Billy Coen is dead."

Billy watched her, uncertain for a moment before his face broke into a smile.

"Yeah," Billy replied, chuckling. "Guess I'm just a zombie now."

Rebecca stood. Her legs ached, but she forced herself to remain upright.

It still wasn't over. Her teammates were still down there…in that mansion.

"He would be proud, you know," Billy said. "Your dad."

Rebecca gave a small smile and nodded.

"Well, I guess it's time to say goodbye," she said. Billy nodded, standing as well.

"See you around," he said. Rebecca turned, willing herself not to look at Billy. God knows she would like to see him safely out…but, as she told herself before—there was still work to be done. Billy was fully capable.

"Officer Chambers!"

She glanced back. Billy clicked his heels together and brought his hand up in a salute. Rebecca grinned as she brought her hand up and did the same. The two stood there for several seconds, nothing interrupting them but the wind rustling through the trees. Finally, she lowered her hand and continued her journey to the mansion below. The whole time, she could feel Billy watch her go.


	21. Epilogue: The Next Mission

**Epilogue: The Next Mission**

The explosion was heard in the early hours in Raccoon City. Ten minutes after the sound, the R.P.D.'s switchboard lit up with concerned citizens. Residents closest to the Arklay Forest even reported seeing wisps of smoke faintly above the treetops in the distance. Umbrella, of course, would just say that it was some kind of unfortunate chemical reaction at a plant out there. Wesker could already see the headlines.

The hallways of the R.P.D. were relatively empty, though this part usually was, what with the office of S.T.A.R.S. being deep within the old building. Florescent lighting flickered within the office's corridor, and even with that and orange sunlight from the windows, the concrete gray hallway seemed to absorb any heat. Wesker quickened his pace. It was already late afternoon, and he was still behind schedule. His body still ached from his confrontation with Vladimir and his pet. Still, he had endured far worse before. He reached the office door and placed a hand on its knob when another man approached from the opposite end of the corridor.

"What are you doing here?" Wesker said. The man smirked and straightened his glasses with his middle finger. His hair was parted and perfectly combed, slick and shiny with moose. The man stood just below Wesker's six-foot height and wore a finely tailored gray suit that seemed to match the corridor's walls. An Umbrella pin was attached to his left lapel.

"To pay Chief Irons a visit," the man said, his voice smooth. "After your failure last night, Mr. Spencer needs to ensure that proper security measures are in place."

Wesker's grip tightened around the doorknob. How he longed to punch the man in the face. Now wasn't the time for that. Not yet, at least.

"Do you think that oaf is capable of implementing any kind of 'security measures', Atkins?" Wesker said.

Atkins smirked, but something flickered within his blue eyes—just a flash of anger.

"Careful, Albert," Atkins said in a low voice. "You walk a fine line. Let's hope that your next mission won't end in such a disaster. Goodness knows what might happen then."

With that, Atkins nodded toward Wesker, and then brushed past. Wesker waited until the man opened the door at the end of the corridor before entering into the S.T.A.R.S. office.

One thought passed through his mind as he gave the Alpha team the mission report. It didn't really matter if this next mission was a failure or success.

Either way, it was the beginning of the end.

* * *

**To Be Continued: The Mansion Incident**


End file.
